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M101-0418

MULTIPLE LISTING SERVICE

HILTON HEAD ISLAND

RULES AND REGULATIONS

EFFECTIVE: February 20, 2018


i M101-0418 © 2008-2018 Multiple Listing Service Hilton Head Island, Inc.

All Rights Reserved

HHIMLS RULES AND REGULATIONS TABLE OF CONTENTS

Page SECTION 1 DEFINITIONS ......................................................................................................... 1 SECTION 2 MEETINGS ............................................................................................................. 7 2.1 Board Of Trustees Bi-Monthly Meeting .............................................................. 7 2.2 Full Member General Assembly Annual Meeting .............................................. 7 2.3 Elections, Special Issues and Surveys .............................................................. 7 SECTION 3 MEMBERSHIP ....................................................................................................... 7 3.1 New Real Estate Brokerage or Appraisal Firm .................................................. 7 3.2 Branch Offices ………………………………………………………………………….7 3.3 Referral Companies .............................................................................................. 8 3.4 Non-Participating Brokerage “Sister Company” ............................................... 8 3.5 Real Property Management Companies …………………………………………...8 3.6 Virtual Assistants……………………………………………………………………....9 3.7 Reestablishment of Participation ........................................................................ 9 3.8 BIC, Head Appraiser or Registered Person or Designated Person Changes . 9 3.9 Full Member Resignation ..................................................................................... 9 3.10 Full Member Audits .............................................................................................. 9 3.11 Adding a New Associate Member or Non-Licensed Sales Assistant………..10 3.12 Deleting an Associate Member or Non-Licensed Sales Assistant .................. 11 3.13 Reinstating a Deleted Associate Member .......................................................... 11 3.14 Pending or Incomplete Ethics or Arbitration Issus ........................................... 12 SECTION 4 HHIMLS OPERATED LOCK BOX SYSTEM……………………………………….12 SECTION 5 LISTING PROCEDURES ....................................................................................... 13 5.1 Submission of Listings ........................................................................................ 13 5.2 Listings Subject To Rules .................................................................................... 14 5.3 Listing Photograph, Virtual tour or Video .......................................................... 14 5.4 Disclosure of Interests in Listing Property ........................................................ 14 5.5 Rental Listings ...................................................................................................... 14 5.6 Quick Sales............................................................................................................ 15 5.7 Short Sales ............................................................................................................ 15 5.8 Seller Refuses HHIMLS Publication .................................................................... 15 5.9 Listing Changes .................................................................................................... 15 5.10 Withholding Owner’s Name ................................................................................. 15 5.11 Contingencies ....................................................................................................... 15 5.12 Expiration Date, Renewals, Extensions ............................................................. 15 5.13 Listing Price .......................................................................................................... 16 5.14 Co-Listings ............................................................................................................ 16 5.15 Withdrawal of Listing Prior to Expiration ........................................................... 16 5.16 No Control of Commission Rates or Fees Charged .......................................... 16 5.17 Expiration Date on Listings ................................................................................. 16 5.18 Jurisdiction ............................................................................................................ 16 SECTION 6 SELLING/SOLD/CLOSING PROCEDURES ......................................................... 17


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6.1 Advertising of Listings.. ....................................................................................... 17 6.2 Solicitation of Listings ......................................................................................... 17 6.3 Showing and Negotiations ................................................................................... 17 6.4 Presentation of Offers .......................................................................................... 17 6.5 Submission of Offers ........................................................................................... 17 6.6 Right of Cooperating Member in Presentation of Offer .................................... 17 6.7 Right of Listing Member in Presentation of Counter-Offer .............................. 17 6.8 Reporting Sales to the HHIMLS Database .......................................................... 17 6.9 Reporting Cancellation of Under Contract Sales .............................................. 18 6.10 Reporting Resolutions of Contingencies ........................................................... 18 6.11 “For Sale” Signs ................................................................................................... 18 6.12 “Sold” Signs .......................................................................................................... 18 SECTION 7 PROVIDING HHIMLS COMPILATION................................................................... 18 SECTION 8 HOME AND VILLA TOUR RULES ........................................................................ 18 8.1 HHIMLS Home and Villa Tour Requirements ..................................................... 18 8.2 HHIMLS Public Tours ........................................................................................... 18 SECTION 9 FEES AND CHARGES ........................................................................................... 19 9.1 Application Fee ..................................................................................................... 19 9.2 Service Fees .......................................................................................................... 19 9.3 Listing Fees ........................................................................................................... 20 9.4 Change Fee ............................................................................................................ 20 9.5 Reinstatement Fee ................................................................................................ 20 SECTION 10 PROPRIETARY HHIMLS INFORMATION ............................................................ 20 10.1 Proprietary Information ........................................................................................ 20 10.2 HHIMLS Not Responsible for Accuracy of Compilation ................................... 20 SECTION 11 COMPLIANCE/ENFORCEMENT/PENALTIES ..................................................... 21 11.1 Suspension of Full Member for Unpaid Fees .................................................... 21 11.2 Termination of a Full Member for Unpaid Fees ................................................. 21 11.3 Listings of Suspended Full Members for Rule Violations ................................ 22 11.4 Listings of Terminated Full Member for Rule Violations .................................. 22 11.5 Listings of Resigned Full Members .................................................................... 22 11.6 Full Member Responsibility ................................................................................. 22 11.7 Applicability of Rules to Office Staff and Non-Licensed Sales Assistants .... 22 11.8 Applicability of Rules to Non-Members .............................................................. 23 11.9 Consideration of Alleged Violations ................................................................... 23 11.10 Procedures ............................................................................................................ 23 11.11 Complaints of REALTORS® Members ............................................................... 24 11.12 Violations of Rules and Regulations .................................................................. 24 11.13 Failure to Pay Processing and Correction Fees ................................................ 24 11:14 Harassment ………………………………………………………….………………… 25 SECTION 12 OWNERSHIP AND USE OF HHIMLS COMPILATIONS, COPYRIGHTS, TRADEMARKS AND “MLS” ........................................................................................................ 25


iii M101-0418 © 2008-2018 Multiple Listing Service Hilton Head Island, Inc.

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SECTION 13 DISTRIBUTION OF COMPILATION ...................................................................... 26 13.1 General Display ..................................................................................................... 26 13.2 Internet Data Exchange (IDX) Display Rules ...................................................... 26 13.3 Virtual Offices and Virtual Office Websites (“VOWs”) ...................................... 31 13.4 Virtual Office Website Display ............................................................................. 32 SECTION 14 PHOTOGRAPHS OR IMAGES .............................................................................. 37 14.1 Images of Listed Properties ................................................................................. 37 14.2 Photographs or Images ........................................................................................ 37 SECTION 15 TRAINING AND ORIENTATION ............................................................................ 38 SECTION 16 RANKING STATISTICS ......................................................................................... 38 SECTION 17 STATISTICAL DATA ............................................................................................. 38 SECTION 18 INDEMNIFICATION ................................................................................................ 39 SECTION 19 AMENDMENTS TO THE RULES AND REGULATIONS ...................................... 39


1 M101-0418 © 2008-2018 Multiple Listing Service Hilton Head Island, Inc.

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SECTION 1. DEFINITIONS

1.1 “Affiliate Member(s)” means any member of HHIMLS that is engaged in banking,

mortgage lending, mortgage brokering, Real Property Management Companies and similarly related fields.

1.2 “Affiliated VOW Partner” or “AVP” means an entity or person designated by a

Member to operate a VOW on behalf of the Member, subject to the Member’s supervision, accountability and compliance with the VOW Policy and VOW Rules.

1.3 “Appeals Committee” means a committee appointed by the BOT consisting of three

(3) to five (5) individuals to hear appeals of any Complaints. 1.4 “Application(s)” means the forms for membership created by HHIMLS for Real

Estate Brokerage Full Members, Appraisal Firm Full Members, real estate licensee Associate Members and those engaged in other fields who are designated Affiliate Members.

1.5 “Appraiser” means any person who is licensed under Title 40 Chapter 60 of the

South Carolina Code or any future recodification thereof and legally can perform real estate appraisal.

1.6 “Appraisal Firm” means an entity which pools resources in one or more facilities with

Appraisers who work under that entity’s name for the purpose of appraising real property. 1.7 “Assistant” means a Licensed Assistant, Non-Licensed Sales Assistant or Virtual

Assistant. 1.8 “Associate Member(s)” means a member of HHIMLS who is an associated licensee

as that term is defined in South Carolina Code §40-57-30(1) (2005) or any recodification thereof and who is associated with a Full Member or a Broker-In-Charge of a Full Member or is a certified Appraiser who is licensed by the South Carolina Appraisers Board who is associated with an Appraisal Firm and who has executed an Associate Member Agreement.

1.9 “Board of Trustees” or “BOT” means the group of individuals elected by the Full

Members in accordance with the HHIMLS By-Laws, which group sets policy, rules, general business procedures and has the fiduciary responsibility of the operation of HHIMLS.

1.10 “Branch Office” an additional office location for the purpose of conducting the

business of an REB Full Member or Appraisal Firm under the same firm name as its main office location, and managed by the same BIC or Head Appraiser.

1.11 “Broker-In-Charge” or “BIC” means the term as defined in South Carolina Code §40-57-30(4) (2005) or any recodification thereof as any licensed real estate broker who is designated as having responsibility over the actions of its associated licensees and is affiliated with a Full Member.

1.12 “Change Order Form” or “COF” means the forms created by HHIMLS for changes to

listing information in the Compilation as well as changes to REBs, BICs, Associate Members and other membership information maintained by HHIMLS.

1.13 “Compilation” means all data, photographs, images, graphics, video recordings,

virtual tours, drawings, written descriptions, remarks, narratives and pricing information about real properties in the Listing Areas which are aggregated and compiled, displayed, maintained and



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disseminated and includes data relating to commercial, business opportunities, boat slips, equities, shares, and residential properties listed for sale, lease or rent, those that have been sold, and those with respect to which the sale has been cancelled or has not closed, and includes unimproved and vacant properties, in any format, including but not limited to, computer database or any other format whatsoever.

1.14 “Complaint” means any financial dispute regarding HHIMLS fees or processing or

correction fees, violation of these Rules and Regulations or ethical complaints between

REALTORS and non-REALTORS, Appraisers, non-REALTOR® Associate Members or Full Members of different Real Estate Brokerages submitted to HHIMLS pursuant to Sections 11.9 and 11.10 of these Rules and which may be subject to resolution pursuant to said Section. All complaints of financial disputes regarding commissions or violations of professional standards between REALTOR® Associate Members or Full Members of different Real Estate Brokerages shall be submitted to HHAAOR pursuant to its Rules and Regulations.

1.15 “Compliance Guidelines” means a document created by HHIMLS which specifically

contains the guidelines for compliance with these Rules and Regulations and sets forth the processing and correction fees for violations of these Rules and Regulations.

1.16 “Content” means the HHIMLS information that may be displayed on participating

Members own authorized Internet website, on an HHIMLS IDX Smart Frame website, Smart Frame search function, or other authorized IDX Display.

1.17 “Designated Person” or “DP” means an Associate Member licensed with and

appointed by the Real Estate Brokerage or Appraisal Firm, in writing on file with HHIMLS, to attend all Full Member meetings in the absence of the Broker-In-Charge or Head Appraiser.

1.18 “Disclosure and Disclaimer Statement” means a form disclaiming that real estate

licensees of a Referral Company or out-of-state Full Member have access to or use of the HHIMLS Services or the Compilation and disclosing that the real estate licensee does not perform any of the duties of a real estate licensee in the State of South Carolina except, in the case of a Referral Company, receiving compensation for referrals only.

1.19 “Exclusions” means one or more individuals or entities named by the seller(s) as

exemptions in the listing agreement, and if the property is sold to any such exempted individual or entity, the seller(s) is not obligated to pay a commission to the listing broker.

1.20 “Exclusive Agency Listing” means an Exclusive Right to Sell Listing which authorizes the listing Member, exclusively, to offer cooperation and compensation on blanket unilateral basis, but also reserves to the seller the general right to sell the property on an unlimited or restrictive basis.

1.21 “Exclusive Right to Sell Listing” means a listing whereby the seller authorizes the

listing Member to cooperate with and to compensate other Members.

1.22 “Full Member(s)” means: (i) any Real Estate Brokerage Firm that is a member of HHIMLS, has a separately issued South Carolina REO Office Code Number, has a Broker-In-Charge and holds an Ownership Interest in HHIMLS and offers and accepts compensation to and from other REB Full Members or (ii) an Appraisal Firm that is a member of HHIMLS, has a separately issued South Carolina Appraisal Board Code, has a Head Appraiser and holds an Ownership Interest in HHIMLS or (iii) a Real Property Management Company that has a Property Manager-In-Charge or a BIC.



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Mere possession of a broker's license is not sufficient to qualify for HHIMLS participation. Rather, the requirement that an individual or firm offers or accepts cooperation and compensation means that the Full Member actively endeavors, during the operation of its real estate business to list real property of the type listed in the HHIMLS System, to accept offers of cooperation and compensation made by listing brokers or agents in the HHIMLS. “Actively” means on a continual and ongoing basis during the operation of the Full Member's real estate business. The ‘'actively” requirement is not intended to preclude HHIMLS participation by a Full Member or potential Full Member that operates a real estate business on a part-time, seasonal, or similarly time-limited basis or that has its business interrupted by periods of relative inactivity occasioned by market conditions. Similarly, the requirement is not intended to deny HHIMLS participation to a Full Member or potential Full Member who has not achieved a minimum number of transactions despite good faith efforts, nor is it intended to permit HHIMLS to deny participation based on the level of service provided by the Full Member or potential Full Member as long as the level of service satisfies state law.

The key is that the Full Member or potential Full Member actively endeavors to make or

accept offers of cooperation and compensation with respect to properties of the type that are listed in HHIMLS. This requirement does not permit HHIMLS to deny participation to a Full Member or potential Full Member that operates a “Virtual Office Website” (VOW) (including a VOW that the Full Member uses to refer customers to other Full Members) if the Full Member or potential Full Member actively endeavors to make or accept offers of cooperation and compensation. HHIMLS may evaluate whether a Full Member or potential Full Member actively endeavors during the operation of its real estate business to offer or accept cooperation and compensation only if HHIMLS has a reasonable basis to believe that the Full Member or potential Full Member is in fact not doing so. The participation requirement shall be applied in a nondiscriminatory manner to all Full Members and potential Full Members.

1.23 “General Assembly” means the group of individuals consisting of one Broker-In-

Charge, Head Appraiser or Designated Person of each Full Member. 1.24 “Harassment” means any verbal or physical conduct including threatening or

obscene language, unwelcome sexual advances, stalking, actions including strikes, shoves, kicks, or other similar physical contact, or threats to do the same, or any other conduct with the purpose or effect of unreasonably interfering with an individual's work performance by creating a hostile, intimidating or offensive work environment.

1.25 “Head Appraiser(s)” means a licensed Appraiser in an Appraisal Firm who is

designated as having responsibility over the actions of its associated Appraisers and is affiliated with a Full Member.

1.26 “HHAAOR” means the Hilton Head Area Association of REALTORS® which is

governed by the National Association of REALTORS® and to which some Members of HHIMLS belong.

1.27 “HHIMLS” means the Multiple Listing Service of Hilton Head Island, Inc., a not for-

profit South Carolina corporation that provides Multiple Listing Services to Members.

1.28 “HHIMLS Database” means the Compilation maintained in electronic form which HHIMLS makes available to Members and from which HHIMLS provides the HHIMLS Services.

1.29 “HHIMLS Services” means the products and services provided by HHIMLS which

facilitate the business of Members.



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1.30 “IDX Display” means a Member’s electronic display of IDX on authorized websites, including without limitation Smart Frame or a Full Member’s Mobile Application in accordance and compliance with these Rules. Only Full Members are authorized to electronically display listings on Mobile Applications.

1.31 “IDX Display Developer” means a third party who develops and provides a Member’’

IDX Display by way of an Internet website or Full Member Mobile Application and such other developers as are authorized by HHIMLS from time to time.

1.32 “Internet Data Exchange” or “IDX” means the term created by the National

Association of REALTORS® for the broker reciprocity program mandated in January of 2002, the policy of which was updated and approved in November of 2009, which program allows Members the option of authorizing limited electronic display of their listings on other Members’ IDX Displays.

1.33 “Licensed Assistant” means an individual that holds an active South Carolina real

estate license and is employed by or under contract with and authorized by a Broker-In-Charge to access the HHIMLS Database but does not actively endeavor to list real property. A Licensed Assistant must be registered with HHIMLS and cannot be an associated licensee of a non-member firm.

1.34 “Listing Areas” means all counties in the State of South Carolina and the counties of

Bryan, Bulloch, Camden, Chatham, Effingham, Glynn, Liberty and McIntosh in the State of Georgia, which are the counties served by the Full Members. Only listings of designated types of property located within the Listing Areas are required to be submitted to HHIMLS.

1.35 “Listing Input Screen” means an online screen on the HHIMLS Database used to

collect real property data to input listings for sale information into the HHIMLS Database as certified by the Broker-In-Charge.

1.36 “Members” means, individually or collectively: (i) Full Members and Associate

Members who hold current valid real estate licenses in the State of South Carolina and offer and accept compensation to and from other Members or have the ability to receive referral fees and those who are registered and licensed by the appropriate state regulatory agency in the State of South Carolina to engage in the appraisal of real property and (ii) Affiliate Members.

1.37 “MLS” or “Multiple Listing Service” means a system by which authorized Members

make blanket unilateral offers of compensation to other Members (acting either as buyer agents in other agency or non-agency capacities as defined by law) during the course of which the Compilation is accumulated and disseminated to enable Members to serve their customers, clients and the public, and includes data entry of listings, terminal support, program support and educational classes on its HHIMLS Services.

1.38 “Mobile Apps” or “Mobile Applications” means software created for electronic display

of IDX content on mobile devices available to Full Members only.

1.39 “NAR” means the National Association of REALTORS®. 1.40 “Non-Licensed Sales Assistant” or “NLSA” means a person employed by or under

contract with and authorized by a Broker-In-Charge to access the HHIMLS Database and who complies with all state laws regarding activities under South Carolina Real Estate license law for a Real Estate Brokerage. The Non-Licensed Sales Assistant is registered with HHIMLS, does not hold an active real estate license and does not pay fees or charges to HHIMLS.



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1.41 “Non-Participating Brokerage” or “Sister Company” means a real estate brokerage in which a Full Member has a direct or indirect ownership interest and which represents that it has no access to and/or does not in any way use the HHIMLS Compilation or HHIMLS Services and therefore pays no fees to HHIMLS.

1.42 “Office Exclusive Listings” means the listing of a property for sale where the owner

of the property has requested that only the listing Real Estate Brokerage may sell the property and further requests that it not be put in the Compilation or HHIMLS Database.

1.43 “Ownership Interest” means all the rights, benefits and privileges of HHIMLS as well

as the obligations of HHIMLS in compliance with the HHIMLS By-Laws and these Rules for Full Members.

1.44 “Quick Sales” means sales of properties that were not listed for sale but where there

was prior contact with the owner by the Member with an inquiring potential purchaser and the owner agrees to sell the property to Member’s potential purchaser.

1.45 “Profile Sheet” means a form used to collect real property data from the seller to be

entered into the Listing Input Screen, and which is executed by the seller and Associate Member and kept on file and presented to HHIMLS upon request.

1.46 “Property Manager-In-Charge” means the term as defined in South Carolina Code

§40-57-30(12) (2005) or any recodification thereof as any licensed property manager who is designated as having the responsibility over the actions of associated property managers and also the responsibility and control over and liability for real estate trust accounts.

1.47 “Real Estate Brokerage” or “REB” means an entity with a separate current, valid

South Carolina real estate license identification and REO Office Code Number for the purpose of brokering the purchase or sale of properties in the state of South Carolina. The REB actually endeavors to offer and accept compensation to and from other REBs and has a Broker-In-Charge, is the financially responsible party to HHIMLS and shall be eligible to participate in the HHIMLS upon agreeing in writing to conform to the Rules and Regulations thereof and to pay the costs incidental thereto.

1.48 “Real Property Management Company” means a company or individual licensed by

the State of South Carolina and engaged in the management of real estate rentals and leases, and does not engage in the sale of real estate.

1.49 “REO Office Code Number” means the number issued by the South Carolina Real

Estate Commission to each individual Real Estate Brokerage office. 1.50 “Referral Agent” means an individual holding an active sales license or broker’s

license issued by the South Carolina Real Estate Commission who is employed by or under contract to a Referral Company and does not perform any activity which defines a “Broker” or a “Salesman” under South Carolina Code except referring prospective purchasers or sellers to a Full Member that culminates into a sale of real estate and for which the Referral Company BIC receives a referral fee. Referral Agents are available to Full Members only.

1.51 “Referral Company” means a Real Estate Brokerage which has as its sole purpose

to refer potential clients to Full Members and not for the purpose of brokering purchases or sales of property or any other services.

1.52 “Registered Person” means the person chosen by the BIC or Head Appraiser and

identified on the application form for HHIMLS Services as the person who assumes all



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responsibilities of the Broker-In-Charge or Head Appraiser in the event the Broker-In-Charge or Head Appraiser has left a Full Member REB or Appraisal Firm or fails to fulfill its duties as required by Full Membership in HHIMLS. If the Registered Person is licensed to sell real estate in the State of South Carolina or is licensed by the State of South Carolina to appraise real estate, the Registered Person is the person responsible if the BIC or Head Appraiser was not performing its responsibilities required by HHIMLS of a Full Member. If the Registered Person is not licensed in the State of South Carolina, the Registered Person is the person authorized by the Full Member REB or Appraisal Firm to appoint a new BIC or Head Appraiser for the Full Member REB or Appraisal Firm.

1.53 “Registrant” means a member of the general public who creates a broker-consumer

relationship as defined by State law with a Full Member by inputting personal information through Full Member’s VOW.

1.54 “RETS” means the Real Estate Transaction Standard for the electronic

transmission of real estate information developed in conjunction with the National Association of REALTORS® and the RETS working group to establish standardized procedures therefor.

1.55 “Rules” means these Rules and Regulations of HHIMLS which may be amended by

HHIMLS from time to time. 1.56 “Short Sale” means a transaction where title transfers, where the sale price is

insufficient to pay the total of all liens and costs of sale and where the seller does not bring sufficient liquid assets to the closing to cure all deficiencies.

1.57 “Smart Frame” means a framed IDX website or search function which permits

consumers to search the HHMLS Database and which is provided as a courtesy to Members by HHIMLS and which shall be integrated directly into Members’ existing website.

1.58 “Team” means the term as defined in South Carolina Code §40-57-30(30) (2017) or

any recodification thereof as two or more Associate Members working together as a single unit within the same Real Estate Brokerage.

1.59 “Temporary Off Market” means a listing that has been temporarily removed from

active status for a period of up to ninety (90) days to allow for renovations, holiday periods or brief convalescence and documentation of such event, signed by the seller, shall be provided to HHIMLS within forty-eight (48) hours of signature by seller.

1.60 “Under Contract” means that a contract for the purchase of a parcel of property has

been negotiated and signed. 1.61 “Virtual Assistant” means an individual or company that is an employee or

independent contractor to a REB who assists with managing the listings and other matters for the REB and may or may not have access to HHIMLS as requested by the REB and approved by HHIMLS.

1.62 “Virtual Office”, “Virtual Office Website” or “VOW” means a Full Member’s Internet

based Real Estate Brokerage and its Internet website or a feature of a Full Member’s Internet website, and, when authorized, the website of a non-principal broker or agent affiliated with a Full Member, which complies with the HHIMLS VOW Policy and Rules and, through Full Member, is capable of providing real estate brokerage services to consumers with whom the Full Member has first established a broker-consumer relationship (as defined by South Carolina law) where the consumer has the opportunity to search the Compilation subject to the Full Member's oversight, supervision and accountability.



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1.63 “Withdrawn” means that the owner of the parcel of property no longer wants to sell a

property previously listed for sale.

SECTION 2. MEETINGS 2.1 BOARD OF TRUSTEES BI-MONTHLY MEETING Attendance is mandatory. The Board of Trustees meetings will be held on the FIRST (1st) THURSDAY of every OTHER MONTH. Each Trustee is notified by email by HHIMLS of the meeting date and time. All agenda items must be in writing and submitted by the BIC to HHIMLS at least one (1) week prior to the meeting to be included on BOT meeting agenda. 2.2 FULL MEMBER GENERAL ASSEMBLY ANNUAL MEETING The General Assembly meeting of Full Members will be held annually. Attendance at all meetings is required by the Broker-In-Charge, Head Appraiser or Designated Person to maintain membership. Only one (1) person can attend the General Assembly with one (1) vote for each Full Member. Physical presence at the meeting constitutes attendance. HHIMLS may allow remote attendance. In order to be granted the right to attend remotely, the Broker-In-Charge, Head Appraiser or the Designated Person must submit a written request to HHIMLS setting forth with specificity the reasons that remote attendance is necessary. HHIMLS shall waive assessment if a Broker-In-Charge, Head Appraiser or the Designated Person is unable to attend the scheduled meeting in person or remotely, and they provide notice to HHIMLS in writing prior to the meeting. If HHIMLS is incapable of providing remote attendance or remote attendance is temporarily unavailable, HHIMLS shall excuse attendance for the Broker-In-Charge, Head Appraiser or the Designated Person with long distance travel needs and waive any assessment. Minutes can be provided for all absentees. 2.3 ELECTIONS, SPECIAL ISSUES AND SURVEYS The General Assembly shall, on occasion, hold elections, vote on decisions of special issues and complete surveys and such other matters as may be brought before them. Sometimes such matters may require online notification and voting without a meeting, and in such event such votes shall have the same full force and effect as if voted upon at a General Assembly held in person. Notices of matters requiring votes will be sent by email by HHIMLS with disclosure of what the issues or elections are and the time frame within which to vote.

SECTION 3. MEMBERSHIP

3.1 NEW REAL ESTATE BROKERAGE OR APPRAISAL FIRM All new Full Member Applications for membership in HHIMLS must be fully completed, including a high resolution .jpg or .tif photograph, and returned to HHIMLS. Once received please allow two (2) weeks for processing. Upon presentation to the Board of Trustees, the REB or Appraisal Firm will be notified by HHIMLS or the Membership Chairperson of the BOT and Member orientation will be scheduled. Orientation attendance is mandatory by the Head Appraiser or the Broker-In-Charge, the Designated Person and the Registered Person of a Full Member. Orientation class attendance will require presentation of a government-issued photo I.D. at the time of attendance. A Full Member Agreement must be accepted at initial sign on to the HHIMLS Database. Training and orientation may be provided by HHIMLS at the Full Member’s location at the expense of the Full Member.



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3.2 BRANCH OFFICES Branch Offices shall complete a Disclosure and Disclaimer Statement within thirty (30) days of establishing a Branch Office. Each month thereafter, as long as the Branch Office is in business, HHIMLS will use state of South Carolina Real Estate Commission audit reports to confirm the Branch Office’s list of licensees. 3.3 REFERRAL COMPANIES 3.3.1 Referral Companies shall complete a Disclosure and Disclaimer Statement within thirty (30) days of establishing a Referral Company. Each month thereafter, as long as the Referral Company is in business, HHIMLS will use state of South Carolina Real Estate Commission audit reports to confirm the Referral Company’s list of licensees. 3.3.2 In the event that a Broker-In-Charge of a Full Member also serves as Broker-In-Change of a non-member Referral Company, said Broker-In-Charge shall undertake measures to assure that the Compilation and HHIMLS Services are used exclusively by the Full Member and authorized users. In the event that unauthorized users access the Compilation and HHIMLS Services, the Full Member that facilitates such unauthorized use shall be responsible for annual dues retroactively on behalf of any unauthorized users for the greater of twelve (12) months or the period during which such unauthorized access occurred and may be subject to further discipline as determined by the Board of Trustees. 3.4 NON-PARTICIPATING BROKERAGE “SISTER COMPANY”

3.4.1 Non-Participating Brokerages or “Sister Companies” shall, within thirty (30) days of establishing itself as a Non-Participating Brokerage “Sister Company" or upon request from HHIMLS, provide to HHIMLS a list showing licensees designated as real estate professionals working within said Non-Participating Brokerage “Sister Company.” HHIMLS will audit the licensees through the state of South Carolina Real Estate Commission as long as the Non-Participating Brokerage “Sister Company” is in the real estate business and not participating in HHIMLS in order to remain exempt from HHIMLS fees and charges for HHIMLS Services.

3.4.2 If a Full Member serves as the Broker-In-Charge of a Non-Participating

Brokerage “Sister Company,” said Full Member broker shall undertake measures to assure that the Compilation and HHIMLS Services are used exclusively by the Full Member and its authorized Associate Members and not by the Non-Participating Brokerage “Sister Company”. In the event that unauthorized users access the Compilation and HHIMLS Services, the Full Member that facilitates such unauthorized use shall be responsible for annual fees retroactively on behalf of any unauthorized users for the greater of twelve (12) months or the period during which such unauthorized access occurred and may be subject to further discipline as determined by the Board of Trustees.

3.5 REAL PROPERTY MANAGEMENT COMPANIES

3.5.1 Real Property Management Companies shall, within thirty (30) days of establishing itself as a Real Estate Property Management Company or upon request from HHIMLS, provide to HHIMLS a list showing licensees designated as real estate professionals working within said Real Estate Property Management Company. HHIMLS will audit the licensee through the state of South Carolina Real Estate Commission as long as the Real Estate Management Company is in the real estate business and is participating in HHIMLS.



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3.5.2 If a Full Member serves as the Broker-In-Charge or a Property Manager- In-Charge of a Real Estate Management Company, said Full Member broker or property manager understands it shall have limited access to the Compilation and HHIMLS Database. Said Full Member shall undertake measures to assure that the Compilation and HHIMLS Services are used exclusively by Full Member and its authorized Associate Members. In the event that unauthorized users access the Compilation and HHIMLS Services, the Full Member that facilitates such unauthorized use shall be responsible for annual fees retroactively on behalf of any unauthorized users for the greater of twelve (12) months or the period during which such unauthorized access occurred and may be subject to further discipline as determined by the Board of Trustees.

3.6 VIRTUAL ASSISTANTS 3.6.1 Full Members who engage Virtual Assistants shall, within five (5) days of

such engagement or upon request from HHIMLS, provide information regarding such Virtual Assistant to HHIMLS. Virtual Assistants must agree to the terms and conditions contained in the Virtual Assistant Agreement.

3.6.2 The Full Member which engages such Virtual Assistants shall undertake

measures to assure that the HHIMLS Compilation and HHIMLS Services are used exclusively by Full Member and its authorized Associate Members. In the event that unauthorized users access the HHIMLS Compilation and HHIMLS Services, the Full Member that facilitates such unauthorized use shall be responsible for annual fees retroactively on behalf of any unauthorized users for the greater of twelve (12) months or the period during which such unauthorized access occurred and may be subject to further discipline as determined by the Board of Trustees.

3.7 REESTABLISHMENT OF PARTICIPATION

If a Full Member in good standing resigns and then decides to re-establish itself as a Full Member, the Full Member shall pay the reinstatement fee as set forth on the HHIMLS Schedule of Fees. 3.8 BIC, HEAD APPRAISER, REGISTERED PERSON OR DESIGNATED PERSON

CHANGES BIC, Head Appraiser, Registered Person and DPs shall notify HHIMLS of any changes in the REB, Appraisal Firm, Registered Person, or DP within ten (10) days of said change. Notification must be in writing by the BIC, Head Appraiser or Registered Person. 3.9 FULL MEMBER RESIGNATION The BIC, Head Appraiser or Registered Person will notify HHIMLS of its resignation as follows:

Within ten (10) days of its decision to resign, the BIC, Head Appraiser or Registered Person shall access the Full Member Change Order Form online, check the box marked “Resignation/Withdrawal”, and email the Change Order Form to HHIMLS at [email protected] by the 17th of the month in order to avoid membership fees. 3.10 FULL MEMBER AUDITS 3.10.1 BIC, Head Appraiser, Designated Person and Registered

mailto:[email protected]



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Person Audits. A Full Member audit is sent to every REB and Appraisal Firm on an annual basis confirming the information on record with HHIMLS regarding the BIC, Head Appraiser, Designated Person and Registered Person. 3.10.2 State License Audit. A state license audit will be conducted on a monthly basis by HHIMLS confirming the association of real estate licenses to Full Members as disclosed by Full Members to HHIMLS. In the event licensees are associated with Full Members on the state list of licensees but not on the HHIMLS records, Full Member shall have seven (7) days to report licensees with Full Member who are not on HHIMLS records or data. Full Members shall be billed on the next billing cycle following the seven (7) day grace period if the licensees have not complied. If an Associate Member is deleted from HHIMLS records but continues to appear on the state license audit after thirty (30) days, that Associate Member will be reinstated to that Full Member and the Full Member will be responsible for and billed for all fees accrued until the Associate Member no longer appears on the state license audit. 3.10.3 Lockbox Key Audits. HHIMLS reserves the right to conduct periodic lockbox key audits confirming the association of each lockbox key to the appropriate Member to whom it belongs or has been assigned. 3.10.4 Authentication of Audits. The Full Member audits referred to in this Section 3.10 are required to be authenticated and verified in writing by the BIC, Head Appraiser or Registered Person and returned to HHIMLS within thirty (30) days of receipt of the audit request. 3.10.5 Processing and Correcting Fees. Non-return of any audit within the time frame designated by HHIMLS is subject to processing and correction fees for thirty (30), sixty (60) and ninety (90) days the audit is delinquent. 3.10.6 Referral Company Audits. A Referral Company audit will be performed in conjunction with the Full Member audit on an annual basis to confirm the execution of the Referral Company’s Disclosure and Disclaimer Statement and each licensee’s Disclosure and Disclaimer Form and its filing of record with HHIMLS. The audit is required to be authenticated and verified by the BIC and returned to HHIMLS within thirty (30) days of receipt of the audit request. 3.10.7 Referral Company Audit Processing and Correction Fees. Non-return, incomplete information or delay in response to the Referral Company audit is subject to a processing and correction fee for each licensee who has not executed the Disclosure and Disclaimer Statement and is listed as a licensee with the Referral Company. 3.11 ADDING A NEW ASSOCIATE MEMBER OR NON-LICENSED SALES ASSISTANT 3.11.1 When a new licensee joins a Full Member, the new licensee must become an Associate Member of HHIMLS within seven (7) days by completing an Application for Membership form. All fields are mandatory. Any person, i.e. sales assistants, marketing administrators, rental administrators, etc. who hold an active South Carolina real estate license, even if the license is held with another REB, BIC, or Head Appraiser, and is employed by a Member or is an independent contractor, must join as an Associate Member within seven (7) days after accepting a position with such Member.



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3.11.2 When a new Non-Licensed Sales Assistant (see Section 1.39) joins a Full Member, the Full Member must register the Non-Licensed Sales Assistant with HHIMLS within seven (7) days by completing appropriate forms. A separate access code will be issued to the NLSA. HHIMLS reserves the right to request verification of employment or of the contract relationship of the Non-Licensed Sales Assistant with the BIC of the Non-Licensed Sales Assistant. The NLSA must be directly employed by or under contract with the Full Member. Upon request, Full Member shall submit to HHIMLS paperwork verifying NLSA’s employment or independent contractor status with Full Member. 3.11.3 A Key Lease Agreement must be fully executed and signed by an Associate Member. 3.11.4 An Associate Member Application must be fully executed and signed by an Associate Member and the BIC, Head Appraiser or Registered Person. 3.11.5 Associate Members must include a photograph of themselves and a copy of their South Carolina real estate or appraiser license. Non-Licensed Sales Assistants must submit a photograph. 3.11.6 The Associate Member will submit payment in the form of a Full Member check or credit card (Visa/Master/AMEX) in the amount of the Associate Member application fee. No personal checks are accepted and no refunds shall be issued after the deadline whether Associate Member comes to orientation or not. 3.11.7 Once all documents are received, HHIMLS will contact the Associate Member or Non-Licensed Sales Assistant to set up an appointment for orientation. At orientation, Associate Members receive their lockbox key, obtain instructions for operating the electronic lockbox system, and receive an overview of the HHIMLS Rules and Regulations. The orientation is held by appointment only on Wednesdays. All paperwork and fees must be received by HHIMLS by Friday at 5:00 p.m. EST for any new Associate Member or Non-Licensed Sales Assistant to attend the next following Wednesday’s orientation. There are no refunds of fees under any circumstances. Orientation attendance is mandatory. No Members or Non-Licensed Sales Assistants are permitted to access the Compilation or HHIMLS Services until orientation is complete. Associate Members, NLSAs and Virtual Assistants must accept Terms of Use prior to accessing the HHIMLS Database. 3.12 DELETING AN ASSOCIATE MEMBER OR NON-LICENSED SALES

ASSISTANT 3.12.1 Appropriate forms are available online and must be fully completed and emailed to [email protected]. All fields are mandatory. 3.12.2. Lockbox, key, cradle, cables, and electrical cords must be collected by the BIC and returned to HHIMLS. In the event the BIC does not collect the lockbox, key, cradle, cables and electrical cords from the deleted Associate Member, the BIC will be subject to a fee equal to the replacement cost of the items for such non-collection. 3.12.3 In the event the Associate Member is deleted, and the Associate Member has an active listing inventory which is not reassigned by the BIC of the prior Full Member, HHIMLS will reassign the listing inventory of the deleted Associate Member to the BIC of the prior Full Member. 3.12.4 In the event the Associate Member’ listing inventory is to be reassigned to the Broker-in-Charge of the new Full Member, the BIC of the prior Full Member must complete



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the online Full Member Change Order Form which must be signed electronically by the receiving and assigning BICs of both Full Members and HHIMLS will transfer the listing inventory from the prior BIC to the new BIC within five (5) working days from receipt of the COF and a service fee will apply. 3.12.5 All deletions of Associate Members must be completed by the 17th of the month in order to avoid another month’s dues. No refunds are provided after the 17th. Full Members will be charged dues on or after the 17th of the month for every Associate Member on their roster at that time. NO EXCEPTIONS! 3.13 REINSTATING A DELETED ASSOCIATE MEMBER 3.13.1 The new Associate Member Application is online and must be completed and emailed to [email protected]. 3.13.2 The Associate Member will submit a copy of its new South Carolina real estate or appraisal license with the Application and photograph to reinstate the Associate Member.

3.13.3 A reinstatement fee will be charged to the Associate Member if the Associate Member was reinstated within sixty (60) days of deletion. If the Associate Member is reinstated after sixty (60) days, Associate Member shall attend orientation. 3.13.4 If applicable, HHIMLS will allow the transfer of the Associate Member’s listing inventory to the new Full Member upon receipt of the Full Member Change Order Form from the new Full Member which states that they have obtained written permission from the owners or sellers of the properties contained in that Associate Member’s listing inventory stating those owners or sellers agree to the transfer to the new Full Member, which document will be provided to HHIMLS upon request.

3.14 PENDING OR INCOMPLETE ETHICS OR ARBITRATION ISSUES No Full Member applicant to HHIMLS will be admitted to participate in HHIMLS if such applicant has outstanding financial obligations to HHIMLS and/or the applicant subsequently resigns to avoid payment of such obligations. The Full Member applicant’s participation shall be denied until such time as said financial obligations have been resolved and the named applicant released from said obligations. 3.15 TEAMS 3.15.1 Associate Members may form a Team, provided all Team members must be active Members who are in good standing with HHIMLS. 3.15.2 Teams shall operate under the oversight and supervision of a Broker-in-Charge. All Team activities must be conducted from the Full Member office. Full Member shall develop a written office policy that governs intraoffice relationships, including without limitation Team relationships. 3.15.3 All Team advertising must conspicuously disclose the existence of the Team, the Team name, and the name of the Full Member under which the Team operates. Team advertising shall not suggest or imply that the Team is a separate entity or brokerage, or use words suggestive of a brokerage, including without limitation “realty”, “real estate”, or “realtors”.



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3.15.4 Team members may act as dual agents to a transaction only with full disclosure of the Team relationship and the prior written consent of all parties to the transaction, and in compliance with the Full Member’s written office policy.

SECTION 4. HHIMLS OPERATED LOCK BOX SYSTEM

HHIMLS currently operates an electronic lockbox system and maintain records of all Members having access to the system. The operation of said lockbox system is a service to all Members. The following are the rules of lockbox operation and use:

4.1 Each Member shall be entitled to lease one (1) electronic lockbox system access.

4.2 Each Member will be allowed access to the lockbox system upon completion of a Lockbox Key Agreement. Use of the lockbox system must be in accordance with the Lockbox Key Agreement, the Compliance Guidelines and these Rules and Regulations and no key access will be issued without the signed Lockbox Key Agreement.

4.3 Each Member who is a key recipient will ensure that the key access code is protected and kept secure and confidential at all times. No Member may attach, mark or in any way disclose the PIN number on any lockbox key, PDA or shackle code on the lockbox. The sharing or loaning of a lockbox key is prohibited and the first infraction shall result in a fee billed to the Full Member as set forth in the Compliance Guidelines. Repeat infractions of this Rule will result in suspension of service to the Full Member.

4.4 No Member key access code shall be used, nor shall any key access code be loaned to any person for purposes of entering a home on a lockbox other than the authorized and recorded Member. The first violation of this provision shall subject the Full Member involved to a fee as set forth in the Compliance Guidelines. Repeat infractions of this Rule will result in suspension of service to the Full Member.

4.5 The keys are the property of Supra Systems and shall be promptly returned by the BIC immediately upon deletion or transfer of an Associate Member. Fees for use of electronic keys are included in Member’s membership fees. Members that elect to use active keys shall be required to pay an annual fee and insurance fee for the device. Keys not returned will incur fees as stated in the Compliance Guidelines and the Lockbox Key Agreement.

4.6 The lockbox system is being operated as a service to BIC’s and Associate Members and is not required to be used. It will remain available to all Members who are in good standing with HHIMLS.

4.7 No Member may physically enter a property without notification to, and express approval of, the listing Member unless the showing instructions published in the HHIMLS Database provides otherwise. Fees may be imposed for violation of this Rule.

4.8 To ensure the integrity of the lockbox system, a damaged, lost or stolen active

key is the responsibility of the Member in accordance with their Lockbox Key Agreement and must be reported immediately to HHIMLS. Replacement of a key will be at the Member’s expense based on the replacement cost in the Lockbox Key Agreement plus any applicable sales tax.

4.9 HHIMLS does not warrant or retain any liability for lockboxes placed on homes.

All liability for all lockbox issues are a matter between the property owner and Member.



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4.10 Any lockbox transfer to another HHIMLS Member shall be immediately reported to HHIMLS by the BIC or Head Appraiser in order to update the HHIMLS computer records for authorization of access to shackle codes. Said transfer shall be accomplished upon written authorization of the Full Member and holder of any lockbox and notification to HHIMLS. A fee may be imposed for violation of this Rule.

4.11 Once a listing agreement has been fulfilled, expired or withdrawn, the Member

shall have seventy-two (72) hours to remove the lockbox from the subject property. Upon request, the Member will be notified and HHIMLS will remove the lockbox from the subject property. Removal by HHIMLS will incur a fee plus standard mileage round-trip, based on the HHIMLS office location as starting point.

4.12 Fraudulent requests for key access codes are subject to a fee as set forth in the Compliance Guidelines. To ensure the integrity and security of the lockbox system, requests for key access codes must be submitted in writing to HHIMLS. HHIMLS reserves the right to decline the release of requested key access codes until identification of the requesting Member can be proven.

SECTION 5. LISTING PROCEDURES

5.1 SUBMISSION OF LISTINGS 5.1.1 HHIMLS shall accept Exclusive Right to Sell Listings and Exclusive Agency Listings from Members which make it possible for the listing Member to offer compensation to other Members. Only one listing for any property for sale may appear in the HHIMLS Compilation at any given time, offering the same services to the seller including but not limited to the offer of compensation to cooperating Members. An Exclusive Right to Sell Listing or an Exclusive Agency Listing that contains Exclusions to the listing agreement must be designated. Cooperating Members must be given the names of those parties which are Exclusions upon request of the listing Member. Exclusive Agency Listings require the signature of the seller(s) indicating that they understand and agree that if the property is advertised by them as “for sale by owner” they must also represent that the property is listed with the REB. Any listing entered into HHIMLS Compilation must have written approval obtained by the BIC and the Associate Member from the seller(s) showing permission to enter the listing. Non-HHIMLS listing agreements must be accompanied by an HHIMLS Profile Sheet signed by the seller and verified by the BIC that the seller understands the property will be displayed by HHIMLS according to the HHIMLS Rules and Regulations. This documentation must be on file with the REB and be provided to HHIMLS within forty-eight (48) hours of its request for such documentation.

5.1.2 Listings of real property of the following types, which are listed subject to a real estate broker’s license, and are located within the Listing Areas of HHIMLS, and are taken by Members on Exclusive Right to Sell Listing or Exclusive Agency Listing contracts, must be entered into the HHIMLS Database within forty-eight (48) hours after execution by the BIC and shall be complete and accurate in every detail. Only listings of the following designated types of property that are located within the Listing Areas are required to be submitted: 5.1.2.1 Homes, villas, lots, boat slips, equities and shares, commercial building, commercial acreage, business, commercial lease or residential rentals. 5.1.3 A Full Member who is developing property owned by its REB (Real Estate Brokerage) is not required to enter the initial properties as listings in the HHIMLS Database. However, once developed properties are being resold, they are required to be entered into the HHIMLS Database pursuant to these Rules. If the Full Member has a listing agreement,



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these Rules apply and the property is required to be entered in the HHIMLS Database. The Full Member is allowed to rotate properties as sales occur.

5.2 LISTINGS SUBJECT TO RULES Listings submitted to HHIMLS shall follow the specific data requirements as shown on the Listing Input Screen and shall be complete in every detail. Any listing submitted into the HHIMLS Database is subject to the Rules upon signature of the seller. All Members are required to upload the listing agreement to HHIMLS within forty-eight (48) hours of execution by the BIC and any status change to the listing agreement also must be uploaded to HHIMLS within forty-eight (48) hours of execution by the BIC, and the appropriate documentation will be submitted when requested by HHIMLS. 5.3 LISTING PHOTOGRAPH, VIRTUAL TOUR OR VIDEO

All homes listed with Members and entered into the HHIMLS Database are required to have one (1) photograph of the subject property listing input into the HHIMLS Database or the HHIMLS photographer will take a photograph of the subject property and the Member will be assessed the appropriate fee. Villas have one (1) generic photograph of the complex which will automatically populate the listing. Listing Member may upload up to twenty-five (25) photographs of the subject property in addition to a generic HHIMLS photograph for a villa. If no photographs are uploaded by the listing Member within forty-eight (48) hours, the HHIMLS photographer will take a photograph of the subject property and the Member will be assessed the appropriate fee. 5.4 DISCLOSURE OF INTERESTS IN LISTED PROPERTY 5.4.1 If a Member has any interest in a property, the listing of which is to be disseminated through HHIMLS, that person shall disclose that interest when the listing is entered into the HHIMLS Database in both the public and private remarks sections.

5.4.2 If a Member wishes or intends to acquire an interest in property listed with another Member, such contemplated interest or intent shall be disclosed, in writing, to the listing Member, including agency disclosure, not later than the time an offer to purchase is submitted.

5.5 RENTAL LISTINGS Properties offered for rent under any category may be entered into the rental category with HHIMLS approval. 5.6 QUICK SALES Quick Sales will be entered into the HHIMLS Database within forty-eight (48) hours of execution of the listing agreement and purchase agreement by the Broker-In-Charge. 5.7 SHORT SALES Full Members must disclose potential Short Sales when reasonably known to the listing Full Member.

5.8 SELLER REFUSES HHIMLS PUBLICATION If the seller refuses to permit the property to be published in the HHIMLS Database, the listing Member may take the listing and must enter the listing into the HHIMLS



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Database, but the listing will not be published or disseminated to other Members. That listing must contain a request for confidential treatment or other written certification signed by the seller with full indication that the property will not be published in the HHIMLS Database. A copy of the Office Exclusive Listing with a request for confidential treatment or other written certification signed by the seller must be provided to HHIMLS by the Member within forty-eight (48) hours of execution by the Broker-In-Charge.

5.9 LISTING CHANGES The signature of the seller(s) must be obtained in writing regarding any change of status of the listing agreement, price changes, extensions, Withdrawals, or cancellations. Member shall enter into the HHIMLS Database any changes in the original listing agreement, listing information, or status within forty-eight (48) hours after receipt of the written directive of the seller. Member shall retain the written directive in its office and provide a copy at the request of HHIMLS.

5.10 WITHHOLDING OWNER’S NAME

An owner’s name shall not be withheld from a listing unless a written request is signed by the seller. Member shall retain the written request in its office and provide a copy at the request of HHIMLS.

5.11 CONTINGENCIES Any contingency or conditions of any term in a listing shall be noted and disseminated to Members, including Exclusions and/or exceptions to the listing agreement.

5.12 EXPIRATION DATE, RENEWALS, EXTENSIONS

Listings entered into the HHIMLS Database shall bear a definite expiration date. Any listing entered into the HHIMLS Database automatically expires unless renewed and a notice of the renewal or extension is processed prior to the expiration date. If the expiration date has not exceeded thirty (30) days, the listing may be reactivated. If the expiration date has exceeded thirty (30) days, it must be entered as a new listing. All listing agreements must have a list date and an expiration date. Extensions must have contiguous dates. 5.13 LISTING PRICE The full gross listing price must be stated in the listing agreement and will be included in the information provided in the HHIMLS Compilation. Rental prices must be expressed in monthly rent amounts for Annual, Season and/or Off-Season. 5.14 CO-LISTINGS If the seller has listed a property and there is more than one Member Real Estate Brokerage office involved, only one Full Member may be indicated as the listing Member. Only an HHIMLS Member may be shown as the co-listing Member and must be listed in the private remarks. If the co-listing Real Estate Brokerage office is not a Member of HHIMLS, the listing Member shall be the only REB office listed in HHIMLS Database.



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5.15 WITHDRAWAL OF LISTING PRIOR TO EXPIRATION 5.15.1 Listings of property may be placed on Temporary Off Market status in the HHIMLS Database by the listing Member before the expiration date of the listing agreement only when authorized in writing by the seller(s). This information must be reported in the HHIMLS Database with a Full Member Change Order Form and the owner’s agreement emailed to HHIMLS at [email protected] within forty-eight (48) hours of execution by the BIC. 5.15.2 Listings of property may be withdrawn from the HHIMLS Database by the listing Member before the expiration date of the listing agreement only when authorized in writing by the seller(s). This information must be reported in the HHIMLS Database with a Full Member Change Order Form and the owner’s agreement emailed to HHIMLS at [email protected] within forty-eight (48) hours of execution by the BIC 5.15.3 Sellers do not have the unilateral right to require HHIMLS to Withdraw or cancel a listing without the listing Member’s BIC concurrence. 5.15.4 If owner/seller requests, in writing, that its listing be Withdrawn from HHIMLS, and a Broker-in-Charge approves that a listing be Withdrawn from HHIMLS, failure by listing Member to Withdraw that listing from the HHIMLS Compilation within forty-eight (48) hours is a violation subject to fees according to the Compliance Guidelines. 5.15.5 If a listing is Withdrawn prior to its expiration date pursuant to this section 5.15. and is then reentered by the listing Member without the execution of a new listing agreement, the listing Member shall use the original listing date and listing price. 5.16 NO CONTROL OF COMMISSION RATES OR FEES CHARGED HHIMLS shall not fix, control, recommend, suggest, or maintain commission rates or fees for services to be rendered by Members. Further, HHIMLS shall not fix, control, recommend, suggest, or maintain the division of commissions or fees between cooperating Members or between Members and non-members. 5.17 EXPIRATION DATE ON LISTINGS

Listings filed with HHIMLS shall bear a definite and final termination date, as negotiated between the listing Member and the seller.

5.18 JURISDICTION

Only listings of the designated types of property located within the Listing Areas of the HHIMLS are required to be submitted to the service.

SECTION 6. SELLING/SOLD/CLOSING PROCEDURES

6.1 ADVERTISING OF LISTINGS An “on market” listing from the HHIMLS Compilation shall not be advertised by any

Member other than the listing Member without the prior written consent of the listing Member. 6.2 SOLICITATION OF LISTINGS FILED WITH HHIMLS. Except as otherwise provided in these Rules, a Member shall not solicit a listing on

property filed with HHIMLS.



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6.3 SHOWING AND NEGOTIATIONS

6.3.1 Appointments for showings and negotiations with the seller for the purchase of listed property filed in the HHIMLS Database shall be conducted through the listing Member except under the following circumstances:

6.3.1.1 The listing Member gives cooperating Members authority to show directly, or 6.3.1.2 After reasonable effort, the cooperating Member cannot contact the listing Member or its BIC. However, the listing Member, at its option, may preclude such direct negotiation by cooperating Members. 6.3.2 The listing Member shall not misrepresent the availability of access to show or inspect a listed property. 6.4 PRESENTATION OF OFFERS The listing Member shall make arrangements to present the offer as soon as possible or give the cooperating Member a satisfactory reason for not doing so.

6.5 SUBMISSION OF OFFERS

Unless otherwise agreed in writing between the seller and the listing Member or precluded by law, government rule or regulation, all offers shall be submitted to the seller until closing. Unless the subsequent offer is contingent upon the termination of an existing contract, the listing Member shall recommend that the seller obtain the advice of legal counsel prior to acceptance of any subsequent offer.

6.6 RIGHT OF COOPERATING MEMBER IN PRESENTATION OF OFFER The cooperating Member or its BIC shall have the right to participate in the presentation to the seller or lessor of an offer it secures. The cooperating Member does not have the right to participate in any subsequent discussion or evaluation of that offer by the seller or lessor and the listing Member. However, if the seller or lessor gives written instructions to the listing Member that the seller or lessor does not wish the cooperating Member to participate in the presentation of an offer the cooperating Member secured, the cooperating Member has the right to a copy of the seller’s or lessor’s written instructions. None of the foregoing diminishes the listing Member’s right to control the establishment of appointments for presentations.

6.7 RIGHT OF LISTING MEMBER IN PRESENTATION OF COUNTER-OFFER

The listing Member or its representative has the right to participate in the presentation of any counter-offer made by the seller or lessor. The listing Member does not have the right to be present at any discussion or evaluation of a counter-offer by the buyer or lessee (except when the cooperating Member is a subagent). However, if the buyer or lessee gives written instructions to the cooperating Member that the buyer or lessee does not wish the listing Member to be present when a counter-offer is presented, the listing Member has the right to a copy of the buyer’s or lessee’s written instructions.



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6.8 REPORTING SALES TO THE HHIMLS DATABASE The listing Member must enter into the HHIMLS Database all Under Contract sales with a projected closing date and all closed sales, with the correct sales price, within forty-eight (48) hours of such status change. HHIMLS may request documentation and Member must submit such documentation within forty-eight (48) hours of such request. 6.9 REPORTING CANCELLATION OF UNDER CONTRACT SALES The listing Member shall enter into the HHIMLS Database the cancellation of any Under Contract sale within forty-eight (48) hours and the listing shall thereupon be reinstated to active status. HHIMLS may request documentation and Member must submit such documentation within forty-eight (48) hours of such request. 6.10 REPORTING RESOLUTIONS OF CONTINGENCIES The listing Member shall enter into the HHIMLS Database within forty-eight (48) hours that a contingency on file with HHIMLS has been fulfilled by changing the status to sold. However, if the contingency is re-established and/or if said contingency has been extended, listing Member must modify the status of a contingency listing back to the active status. HHIMLS may request documentation and Member must submit such documentation within forty-eight (48) hours of such request. 6.11 “FOR SALE” SIGNS Only the listing Member may place a “For Sale” sign on a property. 6.12 “SOLD” SIGNS Only the listing Member, or a Full Member authorized in writing by the listing Member, may place a “Sold” sign on a property prior to closing.

SECTION 7. PROVIDING THE HHIMLS COMPILATION

No HHIMLS statistical information or the HHIMLS Compilation or HHIMLS Database may be accessed, published or distributed without the authorization of the Board of Trustees. A processing or correction fee per infraction may be assessed for misuse or commercial exploitation of the HHIMLS statistical information, the HHIMLS Compilation or access to the HHIMLS Database distributed, published or accessed without written permission of HHIMLS. SECTION 8. HOME AND VILLA TOUR RULES

8.1 HHIMLS HOME AND VILLA TOUR REQUIREMENTS 8.1.1 All listings entered for the home tour must be property type “HOMES” or “VILLAS.” 8.1.2 All listings for home and villa tours must be entered by 8:00 p.m. EST Monday. 8.1.3 A home/villa can be on tour once. 8.1.4 Tours must be in the correct designated areas. Tour day’s areas and

rotation are posted on www.hiltonheadmls.com.

http://www.hiltonheadmls.com/



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8.1.5 HHIMLS tours are open from 9:00 A.M. EST to 5:00 P.M. EST. 8.1.6 HHIMLS tours must be entered in the tour category. Tours shall not be

entered in the open house category. 8.1.7 A processing or correction assessment will be levied for any infraction of

this Section.

8.2 HHIMLS PUBLIC TOURS HHIMLS public tours or open houses may be entered at any time for any period of time. The public tour or open house property can be of any type; homes, villas, lots, boat slips, equities, shares, commercial, etc. Public tours appear when the public performs a search on www.hiltonheadmls.com or when a property is accessed through an IDX search. Public tours or open houses may only be held at properties with active or contingent status.

SECTION 9. FEES AND CHARGES

The specific amounts of fees and charges referenced in this section, and the requirement for payment are set from time to time by the HHIMLS Board of Trustees and are published in the HHIMLS “Schedule of Fees” available from HHIMLS. Each Broker-In-Charge or Head Appraiser and/or Registered Person of a Full Member of HHIMLS shall be responsible for payment of fees for their Real Estate Brokerage or Appraisal Firm, Associate Members and Non-Licensed Sales Assistants. Payment of such fees may be accepted from the Full Member. None of the foregoing shall preclude the Full Member from being reimbursed by Associate Members for fees or charges incurred on their behalf pursuant to any in-house agreement that may exist. 9.1 APPLICATION FEE 9.1.1 An applicant for participation in HHIMLS shall pay a one-time, non-refundable application fee with an REB firm check or a personal Visa, MasterCard or American Express credit card which shall accompany the Application. 9.1.2 In the event a Full Member creates a new Real Estate Brokerage or Appraisal Firm or corporation and a new REO Office Code Number is issued by the South Carolina Real Estate Commission, a new Application for participation in HHIMLS is required and a new application fee is due and payable and all Associate Members must reflect the new corporate or name change. 9.2 SERVICE FEES

9.2.1 Each Full Member REB or Appraisal Firm or Affiliate Member office pays

a monthly service fee for each individual branch office and individual Affiliate Members pay for each user access it requests for the HHIMLS Compilation.

9.2.2 Each Affiliate Member pays an annual service fee in advance for each

individual office and each Affiliate user with access to the HHIMLS Database. If additional Affiliate users are requested, HHIMLS will prorate the annual service fees for the balance of the twelve (12) month period of the Affiliate Member’s service period.

9.2.3 The monthly service fee for each Associate Member, NLSA and Virtual Assistant shall be the current fee for each licensed broker, licensed sales associate, Non-



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Licensed Sales Assistant, Virtual Assistant and licensed or certified Appraiser who is employed by or affiliated as an independent contractor with a Full Member or employed staff.

9.2.4 Fees are billed on or about the twentieth (20th) day of the month. Payment of such fees shall be made by the fifth (5th) day of each month and are delinquent on the sixth (6th) day of the month. All past due amounts shall incur a late fee. In the event the fees, including any late fees, remain unpaid by the seventeenth (17th) day of the month, HHIMLS Services shall be interrupted, access to the HHIMLS Database shall be denied and a monthly late fee will be assessed for each month the Full Member is delinquent. When the Full Member brings its account current, a reinstatement fee shall be assessed. Service Fees accrue during suspension. 9.2.5 Reinstatement of access, whenever an account has been suspended, will occur within two (2) business days after payment of all past due amounts, past due fees and a reinstatement fee. 9.2.6 A ranking report by annual subscription fee is available to BICs only. 9.2.7 The Full Member is charged a fee if any Member fails to show for any orientation or training that has been scheduled with the BIC, Associate Member, Head Appraiser or Non-Licensed Sales Assistant. 9.2.8 The Full Member may be charged a manual input fee for any time it is necessary for HHIMLS to manually enter a listing in the HHIMLS Database or modify a listing for a Full Member or its Associate Member or Non-Licensed Sales Assistants.

9.3 LISTING FEES There is no charge for listings entered or modified by the Members. Changes in the status of a listing will not be charged to the Member unless that change is executed by HHIMLS in which case a change of listing fee will be assessed. A fee will be assessed when there is a transfer of listing inventory when an Associate Member changes REBs. 9.4 CHANGE FEE When a change to a Real Estate Brokerage or an Appraisal Firm’s BIC, Head Appraiser or Registered Person occurs, a change fee is assessed by HHIMLS.

9.5 REINSTATEMENT FEE

9.5.1 A reinstatement fee shall be charged if a Full Member voluntarily discontinues its participation in HHIMLS as set forth on the HHIMLS Schedule of Fees. 9.5.2 If a Full Member becomes an Associate Member at any time within but not more than three (3) continuous years and then decides to re-establish itself as a Full Member, the REB shall pay HHIMLS the reinstatement fee. If a Full Member becomes an Associate Member and at some time after three (3) continuous years desires to re-establish itself as a Full Member, the REB shall pay HHIMLS the application fee. In each instance of re-establishment, the Full Member must have the same Broker-In-Charge and have the same REB name and REB/REO number and entity or it must apply as a new Full Member. 9.5.3 A reinstatement fee will be charged to an Associate Member as set forth on the HHIMLS Schedule of Fees if reinstated within sixty (60) days of deletion and attendance at orientation may be required.



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SECTION 10. PROPRIETARY HHIMLS INFORMATION

10.1 PROPRIETARY INFORMATION All information provided by HHIMLS to Members shall be considered proprietary information of HHIMLS. Such information shall be considered confidential and shall be exclusively for the use of Members. 10.2 HHIMLS NOT RESPONSIBLE FOR ACCURACY OF COMPILATION The Compilation disseminated by HHIMLS is neither verified nor authenticated. It is generally communicated verbatim, without change by HHIMLS, as filed with HHIMLS by Members. It is the responsibility of Members to verify the accuracy of all input information, including information input by HHIMLS at the request of Members and/or edited by HHIMLS as necessary to comply with HHIMLS Rules and Regulations or federal rules and regulations. HHIMLS disclaims any responsibility for the accuracy or authenticity of the Compilation or any other information contained in the HHIMLS Database. Each Member agrees to hold HHIMLS harmless against any liability arising from any inaccuracy or inadequacy in or of the Compilation.

SECTION 11. COMPLIANCE / ENFORCEMENT / PENALTIES 11.1 COMPLIANCE WITH RULES By becoming and remaining a Member in HHIMLS, each Member agrees to be subject to these Rules, the HHIMLS Bylaws, Compliance Guidelines and any other rules or policies that govern participation in HHIMLS. HHIMLS may, through the administrative and hearing procedures established in these Rules, impose discipline for violations of these Rules or other HHIMLS rules or policy. Discipline that may be imposed may only consist of one or more of the following: (a) letter of warning; (b) letter of reprimand; (c) attendance at HHIMLS orientation or other appropriate courses or seminars which the Member can reasonably attend taking into consideration cost, location, and duration; (d) appropriate, reasonable fine not to exceed Fifteen Thousand Dollars ($15,000.00); (e) suspension of HHIMLS rights, privileges and services for not less than thirty (30) days nor more than one (1) year; (f) termination of HHIMLS rights, privileges and services with no right to reapply for a specified period not to exceed three (3) years. Note: A Member can be placed on probation. Probation is not a form of discipline. When a Member is placed on probation the discipline is held in abeyance for a stipulated period of time not longer than one (1) year. Any subsequent finding of a violation of the HHIMLS Rules during the probationary period may, at the discretion of the Board of Trustees, result in the imposition of the suspended discipline. Absent any subsequent findings of a violation during the probationary period, both the probationary status and the suspended discipline are considered fulfilled, and the individual’s record will reflect the fulfillment. The fact that one or more forms of discipline are held in abeyance during the probationary period does not bar imposition of other forms of discipline which will not be held in abeyance.



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11.2 SUSPENSION OF FULL MEMBER FOR UNPAID FEES A monthly late fee will be assessed for each month the Full Member is delinquent. HHIMLS will automatically suspend Full Members for failure to pay the proper charges following the due date indicated on the invoice, and such suspension shall continue for thirty (30) days following the invoice due date and if said charges are not paid in full and unless just cause can be shown to HHIMLS, the Full Member will be terminated, “not in good standing.” Suspension of access to the HHIMLS Database includes termination of all services supplied by HHIMLS and HHIMLS is not obligated to continue inclusion of the suspended Full Member’s listings in the Compilation. Prior to any removal of a suspended Full Member’s listings from the HHIMLS Compilation, the suspended Full Member will be advised in writing of the intended removal so that suspended Full Members may advise their clients. 11.3 TERMINATION OF A FULL MEMBER FOR UNPAID FEES When a Full Member is terminated, “not in good standing”, for failure to pay appropriate dues, fees or charges, HHIMLS is no longer obligated to provide services supplied by HHIMLS including continued inclusion of the terminated Full Member’s listings currently on file in the HHIMLS Compilation which listings shall be immediately removed by HHIMLS upon termination. Under Contract listings will remain in the Compilation and the terminated, “not in good standing,” Full Member’s BIC must advise HHIMLS when the Under Contract listings are closed. Prior to any removal of a terminated Full Member’s listings from the HHIMLS Compilation, the terminated Full Member will be advised in writing of the intended removal so that terminated Full Members may advise their clients.

11.4 LISTINGS OF SUSPENDED FULL MEMBERS FOR RULE VIOLATIONS When a Full Member is suspended from HHIMLS for failing to abide by a membership duty (i.e. a violation of HHIMLS Bylaws, HHIMLS Rules and Regulations, or other membership obligation except failure to pay appropriate dues, fees, or charges), all listings currently on file in the HHIMLS Database by the suspended Full Member shall, at the suspended Full Member’s option, be retained in the HHIMLS Database until sold, Withdrawn, or expired, and shall not be renewed or extended beyond the termination date of the listing agreement in effect when the suspension became effective. The BIC of the suspended Full Member has full responsibility for all its listings impacted by suspension pursuant to this Section.

11.5 LISTINGS OF TERMINATED FULL MEMBER FOR RULE VIOLATIONS

When a Full Member is terminated from HHIMLS for failing to abide by a membership duty (i.e. a violation of HHIMLS Bylaws, HHIMLS Rules and Regulations, or other membership obligation except failure to pay appropriate dues, fees, or charges), all active listings currently on file in the HHIMLS Database by the terminated Full Member shall, at the terminated Full Member’s option, be retained in the Compilation until sold, Withdrawn or expired and shall not be renewed or extended by HHIMLS beyond the termination date of the listing agreement in effect when the termination became effective. Under Contract listings will remain in the Compilation and the terminated Full Member’s BIC must advise HHIMLS when the Under Contract listings are closed. The BIC of the terminated Full Member has full responsibility for all its listings impacted by termination pursuant to this Section.

11.6 LISTINGS OF RESIGNED FULL MEMBERS

When a Full Member resigns from HHIMLS, HHIMLS will discontinue HHIMLS Services including continued inclusion of the resigned Full Member’s active listings in the



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HHIMLS Compilation of current listing information. Under Contract listings will remain in the Compilation and the resigning Full Member’s BIC must advise HHIMLS when the Under Contract listings are closed. Prior to any removal of a resigned Full Member’s listings from the HHIMLS Compilation, the resigned Full Member should be advised, in writing, of the intended removal so that resigned Full Members may advise their clients. The BIC of the resigning Full Member has full responsibility for all its listings impacted by its resignation.

11.7 FULL MEMBER RESPONSIBILITY Full Members shall be responsible for the actions of their employees, Non-Licensed Sales Assistants, sales associates, non-licensed office staff, partners, and corporate officers in all matters in which HHIMLS is concerned, including all unpaid fees.

11.8 APPLICABILITY OF RULES TO NON-LICENSED SALES ASSISTANTS Non-Licensed Sales Assistants authorized to have access to the Compilation and the HHIMLS Database published by HHIMLS are subject to these Rules and may be disciplined for violations thereof provided that they and their BIC have signed an agreement with HHIMLS acknowledging that access to and use of HHIMLS Compilation and the HHIMLS Database are contingent on compliance with the Rules. Further, failure of such Non-Licensed Sales Assistants to abide by the Rules, and/or any sanction imposed for violations thereof, may subject the Full Member to the same or other discipline. This provision does not eliminate the Full Member’s ultimate responsibility and accountability for all Non-Licensed Sales Assistants affiliated with the Full Member.

11.9 APPLICABILITY OF RULES TO NON-MEMBERS

Non-members may, on occasion, be authorized to have access to the Compilation and the HHIMLS Database published by HHIMLS and, if so authorized, are subject to these Rules and will be disciplined for violations thereof provided the non-members have signed an agreement with HHIMLS acknowledging that access to and use of the HHIMLS Compilation and HHIMLS Database are contingent on compliance with the Rules.

11.10 CONSIDERATION OF ALLEGED VIOLATIONS

HHIMLS shall, on a confidential basis, give consideration to all written Complaints having to do with a violation of the Rules or financial disputes regarding HHIMLS service fees or processing and correction fees and ethical Complaints between non-REALTOR® Members. All Complaints must be presented by the BIC.

11.11 PROCEDURES 11.11.1 All Complaints submitted by any party will be reviewed by HHIMLS.

11.11.2 All Complaints shall be WRITTEN and must be accompanied by

supporting documentation. 11.11.3 In response to a Complaint, HHIMLS shall:

11.11.3.1 In the event of a Complaint alleging a violation of these Rules or an ethical conduct Complaint between non-REALTOR® Members, HHIMLS will, within ten (10) days of receipt of the Complaint, notify the BIC, Head Appraiser or Registered Person of the Full Member against whom a Complaint has been filed of the filing of the Complaint and the alleged violations.



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11.11.3.2 The accused Full Member may respond to the allegations only in WRITING which writing may be accompanied by supporting documentation. The response is due to HHIMLS no later than ten (10) days after HHIMLS notice to the accused Full Member.

11.11.3.3 HHIMLS will, no later than thirty (30) days after the filing of a

Complaint, evaluate the evidence and determine if a violation of these Rules occurred or the allegations of a financial dispute or the ethical conduct of a non-REALTOR® Member and make a determination based on the allegations, defense, if any, and documentation.

11.11.3.4 HHIMLS will notify the parties to the Complaint of the

determination of HHIMLS together with the fees or sanctions being assessed by HHIMLS.

11.11.3.5 If the sanctioned Full Member wishes to appeal the decision

of HHIMLS they may request an appeal hearing before the Appeals Committee in accordance with provisions of the HHIMLS By-Laws and these Rules by written request to HHIMLS within ten (10) days of notification of the decision regarding the alleged violation, fee and/or sanction.

11.11.3.6 The appeal hearing will be scheduled with the Appeals

Committee and the Members will be notified of the hearing date by HHIMLS. 11.11.3.7 A hearing will be held as noticed before the Appeals

Committee and the complaining Member and the accused Member will have the opportunity to present evidence to the Appeals Committee.

11.11.3.8 Members will be notified of the Appeals Committee’s decision

to confirm, dismiss or lower the processing or correction fee or sanction being assessed by HHIMLS within ten (10) business days of the appeal hearing.

11.12 COMPLAINTS OF REALTOR® MEMBERS All financial disputes and conduct Complaints shall be directed to the Hilton Head Area Association of REALTORS® or such appropriate association of REALTORS® to which Member belongs or NAR for appropriate action in accordance with the professional standards and procedures established in the REALTOR® Association By-laws.

11.13 VIOLATIONS OF RULES AND REGULATIONS

11.13.1 In the event HHIMLS becomes aware of any violation of these Rules by any Members, it will either correct the infraction if possible and charge the Member a processing and correction fee or suspend Member’s access to the HHIMLS Database or the Compilation or any portion thereof until such violations are satisfied with HHIMLS or are appealed as set forth in Section 11.10. 11.13.2 Failure to abide by the strict intent of these Rules may result in processing and correction fees, suspension, or expulsion from HHIMLS. The HHIMLS Compliance Guidelines set forth the complete processing and correction fees. If the alleged offense is a violation of the Rules other than a conduct violation between non-REALTOR® Members, it shall be considered and determined by HHIMLS, and if a violation is determined, HHIMLS may direct the imposition of a processing or correction fee; provided, however, the recipient of said sanction may appeal for a hearing to the Appeals Committee. If no such appeal



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is filed within ten (10) days, the processing or correction fee will be confirmed and an order issued accordingly.

11.14 FAILURE TO PAY PROCESSING AND CORRECTION FEES 11.14.1 Failure to pay a processing and correction fee within thirty (30) days of the billing for such processing and correction fee will result in a Fifty Dollar ($50.00) late fee and other fees as set forth in Section 2 of the Compliance Guidelines. 11.14.2 Failure to pay a processing and correction fee assessed for an Automatic Violation, Internet Data Display Violation or Lockbox Key Violation as set forth in the Compliance Guidelines will result in a notice from HHIMLS advising Full Member of HHIMLS’ intention to terminate Full Member’s HHIMLS Services if such outstanding processing and correction fees are not paid. When HHIMLS terminates or suspends a Full Member for non-payment of processing and correction fees, the HHIMLS Services will only be reinstated upon payment of such fees and the Full Member fulfills all obligations imposed by HHIMLS for reinstatement. 11.15 HARASSMENT Any Member or Assistant may be reprimanded, placed on probation, suspended or expelled for Harassment of an HHIMLS staff person or of an HHIMLS officer or trustee, after an investigation in accordance with procedures of HHIMLS. Disciplinary action may also consist of any sanction authorized by the Board of Trustees of HHIMLS. The decision of the appropriate disciplinary action to be taken shall be made by an investigatory team comprised of the Chief Executive Officer and President of HHIMLS upon consultation with legal counsel of HHIMLS. If the complaint names the Chief Executive Officer and/or the President of HHIMLS, they may not participate in the proceedings and will be replaced by the Immediate Past President and by a member of the Board of Trustees selected by the highest-ranking officer not named in the complaint.

SECTION 12. OWNERSHIP AND USE OF HHIMLS COMPILATIONS,

COPYRIGHTS, TRADEMARKS AND “MLS”

12.1 By the act of submission of any property listing data to HHIMLS, the Member represents that it has been authorized to license and also thereby does license and assign to HHIMLS all rights, title and interest to include the property listing data in its copyrighted HHIMLS Compilation and also in any statistical report on “comparables”. 12.2 By act of submission to HHIMLS of any virtual tours, videos, photographs, sketch or drawings by a Member, the Member does grant HHIMLS all right, title and interest in and said virtual tours, videos, photographs, drawings or sketches for all copyrightable Compilations, reports and unconditional uses as may be determined by HHIMLS. 12.3 All right, title, and interest in each copy of every HHIMLS Compilation created and copyrighted by HHIMLS, and in the copyright therein, shall at all times remain vested in the HHIMLS. The HHIMLS Compilation, HHIMLS Database and HHIMS Services are valuable commercial products, the development of which has involved the expenditure of substantial time and money. The Compilation may include textual, statistical, financial, photographic, video and audio components which are proprietary information of HHILMS under copyright, and is furnished to its Members in trust. Except for the rights granted Members by HHIMLS, Members are to protect access to and use of the Compilation, HHIMLS Database and HHIMLS Services and are not authorized in any manner to commercially exploit the Compilation, HHIMLS Database, ranking or other statistical information or HHIMLS Services except for use in the activities of the



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purchase and sale of real estate. All publication, dissemination and other rights in and to the Compilation, the HHIMLS Database, ranking or other statistical information and HHIMLS Services are reserved for HHIMLS in all languages, formats and media throughout the world for the sole and exclusive use or any other disposition by HHIMLS, its respective assignees or grantees at any time and from time to time without obligation or liability to its Members. In the event of unauthorized access of the HHIMLS Compilation, HHIMLS Database, ranking or other statistical information or the HHIMLS Services, the Full Member that facilitates such unauthorized use or access shall be responsible for all damages resulting from such use or access including, but not limited to, annual dues or license fees retroactively on behalf of any unauthorized users for the greater of twelve (12) months or the period during which such unauthorized access or use occurred and may be subject to further discipline as determined by the Board of Trustees. 12.4 Each Member shall be entitled to one (1) access user ID and password and/or token to the HHIMLS Compilation sufficient to provide the Member with access with only the right to use the HHIMLS Compilation in accordance with these Rules. Every Member shall be assigned a unique user ID and password upon execution of a Password Use Agreement. Each user ID and password may only be used by the Member to which it was assigned; sharing user IDs and/or passwords is strictly prohibited. HHIMLS may monitor a Member’s usage of its user ID and/or password for the purpose of confirming Member’s compliance with these Rules without prior notice to the Member. In the event Member suspects its user ID and/or password has been used without authorization, Member must report such unauthorized use to HHIMLS within twenty-four (24) hours of discovery. 12.5 Members shall not use the copyrights or trademarks of HHIMLS, and shall not use the HHIMLS logo, “HHIMLS”, “Hilton Head Island Multiple Service”, “Multiple Service of Hilton Head Island”, or any derivatives thereof in Member names, domain names, web addresses or uniform resource locators (URLs) unless approved by HHIMLS in writing. 12.6 Members shall not use the term “Multiple Listing Service”, the acronym “MLS” or derivatives thereof. In addition, Members shall not use the terms “Multiple Listing Service”, the acronym “MLS” or derivatives thereof in Member names, domain names, web addresses or URLs or in public display and all existing uses of such terms must cease. No Member shall indicate or imply in any manner that the Member is a multiple listing service or that the public has access to or may search the multiple listing service (e.g. “Search the MLS” or “access the MLS”) on the Member’s website, in the HHIMLS Database or Compilation or otherwise.

SECTION 13. DISTRIBUTION OF COMPILATION Members shall at all times maintain control over the HHIMLS Compilation or any portion thereof, whether through direct dial up or by way of Internet browser software. Downloading of the HHIMLS Compilation or any portion thereof is regulated by the business rules of HHIMLS which provide extremely limited download capability as determined from time to time by the BOT. Member shall ensure that access to the HHIMLS Database and Compilation is made available only to persons who are affiliated with such Member as licensees or those individuals who are licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property and/or any others as authorized pursuant to these Rules, the Compliance Guidelines and any Member Agreements. Use of information developed, published and/or copyrighted by HHIMLS is strictly limited to the activities authorized under a Member’s licensure(s) or certification and unauthorized uses are strictly prohibited. Further, none of the foregoing is intended to convey any “Participation” or “Membership” or any right of access to information developed, published or copyrighted by HHIMLS where access to such information is prohibited by law.



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13.1 GENERAL DISPLAY Members shall be permitted to display the HHIMLS Compilation to prospective purchasers only in conjunction with their ordinary business activities of attempting to locate ready, willing, and able buyers for the properties described in said HHIMLS Compilation. Members shall not, under any circumstances, allow prospective purchasers to have direct access to HHIMLS Compilation whether from the Member’s office or from any website operated by or on behalf of Member, or the REB with which the Member is associated. None of the foregoing shall be construed to prevent any Member from utilizing any Content to support valuations on particular properties for Members’ clients and customers. Members may use any non-confidential Content for valuation purposes, including automated valuations. HHIMLS reserves the right to require Member to obtain a separate RETS feed for valuation purposes and may require execution of a license agreement and payment of a reasonable fee for such RETS feed. 13.2 INTERNET DATA EXCHANGE (IDX) DISPLAY RULES.

Display of that portion of the HHIMLS Compilation for IDX purposes is subject to these Rules applicable to IDX, including Smart Frame websites and search functions, as follows:

13.2.1 HHIMLS information that may be displayed on participating Members’

own authorized Internet website, on an HHIMLS IDX SmartFrame , or other authorized IDX Display, are active listings and consist of Content which contains data fields established by HHIMLS. The Content may be adjusted from time to time, with notice to Members, at the discretion of HHIMLS. Members may request a review by HHIMLS of displayable data; however, HHIMLS shall at all times retain the right to make the final determination as to what is made available for Internet Data Exchange (IDX) and Content to be displayed on the Member’s IDX Internet website or another IDX Display. IDX Displays on a Member’s IDX Website or Mobile Application are at all times subject to these specific HHIMLS IDX Rules and the entirety of the HHIMLS Rules; as such Rules may be amended from time to time.

13.2.2 Members must notify HHIMLS of their intention to establish one or

more Member IDX Displays. All Member IDX Website URLs must be owned by HHIMLS Member and must be under their control. All Full Member Mobile Applications must be owned by HHIMLS Member and must be under their control. Members must make their Member IDX Website or Mobile Application directly accessible to HHIMLS for purposes of monitoring and ensuring compliance with applicable Rules and policies. This includes, but is not limited to, registering any and all Member IDX Websites’ URLs and Mobile Applications with HHIMLS together with the name, contact information, physical address, email address, phone number, and web address, among other things, of the Member’s IDX Display Developer or Content recipient, and HHIMLS must be notified of any changes or additions to these Member IDX Websites or Mobile Applications and to the email address of the Member’s IDX Display Developer, if other than Member. In addition to registration of Members’ IDX Websites’ URLs and Mobile Applications, Members and their IDX Display Developers must execute a Real Estate Transaction Standard (“RETS”) IDX Display Developer Content License Agreement or a RETS Smart Frame Website Development Agreement with HHIMLS.

13.3.3 Members’ consent to the IDX Display of their listings by other Members pursuant to these Rules is presumed unless a Member affirmatively notifies HHIMLS that the Member refuses to permit such display (either on a blanket or on a listing-by-listing basis). If a Member refuses on a blanket basis to permit the IDX Display of that Member’s listings, that Member may not download or frame or display the HHIMLS Compilation of other Members at any time under any circumstances. Even where Members have given blanket authority for other Members to display their listings on IDX Displays, such consent may be withdrawn on a listing-by-listing basis as instructed by the seller.



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13.2.4 Member may not under any circumstances make available for

search by or display on the Internet or through a Mobile Application the following kinds of information:

(a) expired, Withdrawn, or Under Contract/do not show listings;

(b) compensation offered to other HHIMLS members;

(c) the type of listing agreement;

(d) sellers’ and/or occupants’ names, villa manager, builder, mortgage

lender phone numbers, fax numbers or email addresses or websites, buyer’s names, or selling price where available;

(e) instructions or remarks intended for cooperating brokers only,

such as those regarding showing or security of the listed property;

(f) safety or security comments; or (g) lockbox information.

13.2.5 Any Member IDX Display that allows third parties to write

comments or reviews about particular listings, displays a hyperlink to such comments or reviews in immediate conjunction with particular listings, or displays an automated estimate of the market value of the listing or a hyperlink to such estimate of market value in conjunction with the listing, shall disable or discontinue either or both of those features as to the seller’s listings at the request of the seller. The listing Member shall communicate to HHIMLS that the seller has elected to have one or both of these features disabled or discontinued on all Members’ IDX Displays. Except for the foregoing and subject to Section 13.2.6 below, a Member’s IDX Display may not communicate the Member’s professional judgment concerning any listing. Nothing shall prevent a Member IDX Display from notifying its customers that a particular feature has been disabled at the request of the seller.

13.2.6 Members shall maintain a means (e.g., e-mail address, telephone number)

to receive comments about the accuracy of any data or information that is added by or on behalf

of the Member beyond that supplied by HHIMLS and that relates to a specific property displayed

on the Member IDX Display. Members shall correct or remove any false data or information

relating to a specific property upon receipt of a communication from the listing Member for the

property explaining why the data or information is false.

13.2.7 Content authorized for display on the Member’s IDX Display may not be changed; however, this requirement will not restrict the form of the Content displayed or the display of fewer than all of the listings or fewer than all the authorized data fields so long as any such decision is based only on objective criteria including, but not limited to, factors such as geography, type of property, list price or the level of service provided by the listing firm. Selection of Content to be displayed on a Member’s IDX Display must be independently made by each Member except for Content HHIMLS requires to be displayed. Content may be displayed with additional data not otherwise prohibited from display, so long as the source of such other data is clearly identified.

13.2.8 All displays of Content shall include the following disclaimer and copyright

notice:

“We do not attempt to independently verify the currency, completeness, accuracy or authenticity of the data contained herein. It may be subject to transcription and transmission errors. Accordingly, the data is provided on an “as is” “as available” basis only and may not reflect all real estate activity in the market”. © 2017 [or current year] Multiple Listing Service of Hilton Head Island, Inc. All rights reserved.”



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13.2.9 When displaying listing Content on a Member’s IDX Display, the listing

REB must be clearly and prominently displayed and located on each listing on the search results

screen. The current HHIMLS IDX logo must also be displayed and located on each listing on the

search results screen. Generic MLS logos are not acceptable. The listing REB name typeface

must be larger than the property description or remarks and in a readily visible color and

typeface. The HHIMLS IDX logo must be approx 50 x 40 pixels and easily readable. The listing

detail page on the Member IDX Display must also display the listing REB name on a separate line

directly following the property features or details in a prominent color and typeface not smaller

than the listing details itself. The REB name may not be truncated or appended on the end of any

remarks, disclaimer, or registration. IDX Displays of minimal information (e.g., “thumbnails”, text

messages, “tweets”, etc. of two hundred [200] characters or less) are exempt from this

requirement only when linked directly to a Member’s IDX Display that includes all required

disclosures.

13.2.10 When displaying listing Content, a Member’s IDX Display must clearly

identify the name of the Real Estate Brokerage firm under which they operate in a readily visible

color and typeface.

13.2.11 Listings that belong to Members other than the displaying Member must

be clearly identified as belonging to the listing Member Broker-In-Charge. Under no circumstance

may Members display listings of other Members in a manner that leads the viewer to believe that

they are the listings of the displaying Members.

13.2.12 A Member may commingle Content with listings available from other MLS

IDX feeds, provided all such IDX Displays are consistent with these IDX Rules, and the Member

holds participatory rights in each MLS. As used in these Rules, “commingling” means consumers

are able to execute a single property search of multiple IDX RETS feeds resulting in the display of

IDX information from each MLS on a single search results page or single IDX Display. If a

Member displays other brokers’ listings obtained from other sources, such as other MLS

databases or non-participating brokers, Member shall clearly display the source from which each

such listing was obtained. Displays of minimal information (e.g., “thumbnails”, text messages,

“tweets”, etc. of two hundred [200] characters or less) are exempt from this requirement only

when linked directly to a Member’s IDX Display that includes all required disclosures. Under no

circumstances may Members display listings from other non-member brokers or other MLSs in

any manner that leads the viewer to believe that they are the listing of a Member or part of the

HHIMLS Compilation.

13.2.13 A Member may not alter remarks on listings nor comment on listings that

are not their REB’s exclusive office listings without obtaining permission from the listing REB.

13.2.14 Content may ONLY be displayed on IDX Displays of Members as

permitted by contract with HHIMLS. Content shall not be displayed on any websites or

applications of non-Members, even if such websites or applications are owned or operated by

Member unless permitted by contract with HHIMLS. Linking of Member IDX Displays to or from

other websites or applications is strictly prohibited unless written authorization from HHIMLS is

first obtained.

13.2.15 A Member must not abbreviate listings or extract listings of other real



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estate brokerages or members from a full Content RETS feed unless Member has requested and HHIMLS has approved in writing a partial Content RETS feed.

13.2.16 Members must not use IDX-provided listing Content for any other purpose

than IDX Display as provided in these Rules. This does not require Members to prevent indexing

of IDX Content by recognized search engines. If a Member suspects misappropriation of the

listing Content has occurred, the suspicion and any evidence thereof must be reported

immediately to HHIMLS.

13.2.17 Listing of property addresses of sellers who have directed their listing

brokers to withhold their listing or property address from display on the Internet, including but not

limited to publicly-accessible websites or VOWs, shall not be accessible via a Member’s IDX

Display.

13.2.18 All photos in the HHIMLS Content are property of HHIMLS and must

contain the HHIMLS copyright watermark. These photos are for HHIMLS’ exclusive use of and

may not be reproduced or used in any manner except to market the current active properties.

13.2.19 Members must refresh all HHIMLS downloads and refresh all HHIMLS

Content at least once every twelve (12) hours.

13.2.20 Service fees, charges and penalties shall be as established annually by

the Board of Trustees. These charges may be accessed via the Member Intranet under Policies

tab.

13.2.21 Except as provided elsewhere in these IDX Rules or elsewhere in the

HHIMLS Rules, any Member operating an IDX Display may not distribute, provide, or make any

portion of the HHIMLS Database, Compilation or Content available to any person or entity at any

time. Commercial exploitation of HHIMLS Content by others is considered theft and will be

prosecuted.

13.2.22 Participation in IDX is available to all HHIMLS Members engaged in real

estate brokerage who consent to display of their listings by other Members.

13.2.23 The right to display other Member’s listings pursuant to IDX shall be limited to a Member’s REB holding participatory rights in HHIMLS.

13.2.24 The data consumers can retrieve or download in response to an inquiry via Member’s IDX Display shall be limited to no more than five hundred (500) listings.

13.2.25 All advertising, such as logos, banners, site framing, pop-up windows or

any other means which causes the Member’s IDX Display to appear as being other than a

Member IDX Display is not permitted. Any Member IDX Display which includes the IDX Content,

or any portion thereof, must appear unmistakably as the Member IDX Display.

13.2.26 Member must make such changes to its IDX Display as are necessary to

cure a violation of the HHIMLS Rules within the time notified by HHIMLS.

13.2.27 If it becomes apparent to HHIMLS that a Full Member or any of its

Associate Members are systematically withholding listings from display on a Member IDX Display



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by seeking its clients’ approval to do so, HHIMLS may deny that Member access to IDX Content,

even though the Member has not “opted out” or waived participation in IDX on a firm-wide basis.

13.2.28 Deceptive or misleading advertising (including co-branding) on pages

displaying IDX Content is prohibited. For purposes of these Rules, co-branding will be presumed

not to be deceptive or misleading if the Member’s logo and contact information is larger than that

of any third party.

13.2.29 Members are required to employ appropriate security protection such as

firewalls in their IDX Display, provided that any security measures required are not greater than

those employed by HHIMLS.

13.2.30 IDX Display Developers must maintain an audit trail of consumer activity

on the Member’s IDX Display and make that information available to HHIMLS if HHIMLS believes

the IDX Display has caused or permitted a breach in the security of the Content or a violation of

HHIMLS Rules related to use by consumers.

13.2.31 IDX Display Developers must provide a single IP address from which they

will access the Content by way of RETS from HHIMLS. IDX Display Developers are required to

provide, by the fifth (5th) day of each month, a certified list of all Member IDX Websites and Full

Member Mobile Applications and companies and individuals to whom they provide the HHIMLS

Content, whether by RETS feed, Smart Frame or Mobile Application. If a Full Member’s,

Associate Member’s, or IDX Display Developer’s use of the HHIMLS Content is terminated for

any reason, they shall delete or destroy any copies, whether tangible or electronic, of the

HHIMLS Content obtained from HHIMLS pursuant to the agreement between the parties and in

compliance with these Rules.

13.2.32 Members are prohibited from inputting derogatory statements or

statements found to discriminate against any of the seven (7) classes protected in the Fair

Housing Act, which are race, color, religion, national origin, sex, disability and familial status.

13.3 VIRTUAL OFFICES AND VIRTUAL OFFICE WEBSITES (“VOWs”)

13.3.1A Virtual Office Website (“VOW”) is a Full Member REB’s Internet website, or a feature of a Full Member REB’s website, through which the Full Member REB is capable of providing real estate brokerage services to consumers with whom the Full Member REB has first established a broker-consumer relationship (as defined by South Carolina state law) where the consumer has the opportunity to search the Compilation subject to the Full Member REB’s oversight, supervision and accountability. An Associate Member may, with the Full Member REB through its BIC’s consent, operate a VOW. Any VOW of an Associate Member is subject to the Full Member REB through its BIC’s oversight, supervision and accountability. 13.3.2 As used in this Section 13 of these Rules, the term “Full Member REB” includes Associate Members affiliated with a Full Member REB. References to “VOW” and “VOWs” include all VOWs, whether operated by a Full Member REB or an Affiliated VOW Partner (“AVP”) on behalf of a Member. 13.3.3 “Affiliated VOW Partner (“AVP”) refers to an entity or person designated by a Full Member REB to operate a VOW on behalf of a Full Member REB, subject to the Full Member REB’s supervision, accountability and compliance with the HHIMLS VOW Policy and these Rules. No AVP has independent participation rights in HHIMLS by virtue of its right to



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receive the Compilation on behalf of a Full Member REB. No AVP has the right to use or disclose the Compilation except in connection with operation of a VOW on behalf of one or more Members. Access by an AVP to the HHIMLS Database is derivative of the rights of the Full Member REB on whose behalf the AVP operates a VOW. 13.3.4 As used in these Rules, the terms “HHIMLS Database” and “HHIMLS Compilation” refer to active listing information and such other information as authorized by the Board of Trustees, provided by Members to HHIMLS, and aggregated and distributed by HHIMLS to Members. 13.3.5 Full Member REB and AVP shall abide by and implement the following security guidelines throughout the operation of Full Member REB’s VOW: 13.3.5.1 Full Member REB and AVP shall comply with all privacy and information security laws, including, but not limited to, data security notification laws. In the event of a security breach of Full Member REB or AVP’s computerized system network servers containing the HHIMLS Compilation, Full Member REB or AVP shall notify [email protected] and the CEO of the HHIMLS by confirmed email within twenty-four (24) hours of its discovery by Full Member REB or AVP. 13.3.5.2 Full Member REB and AVP shall take all reasonable steps, in accordance with commercially reasonable security practices, to protect the security and privacy of the Compilation from unauthorized access, use and disclosure. 13.3.5.3 A Full Member REB’s VOW must employ reasonable efforts to monitor for, and prevent, misappropriation, “scraping”, and other unauthorized use of the Compilation. A Full Member REB’s VOW shall utilize appropriate security protection such as firewalls as long as this requirement does not impose security obligations greater than those employed concurrently by HHIMLS. 13.3.5.4 The HHIMLS Compilation shall only be downloaded to data servers located in North America. If Full Member REB or AVP copies the HHIMLS Compilation to backup devices including, but not limited to tapes, disks or drives, those backup devices must be stored in encrypted form. Full Member REB or AVP shall not copy the HHIMLS Compilation to or store the HHIMLS Compilation on any laptop computer, Personal Digital Assistant (PDA), portable hard drive or portable RAM memory drive not stored in a secure location or encrypted. 13.3.5.5 Full Member REB or AVP must use Secure Socket Layer (SSL) or equally secure encryption method during authentication and transmission of the HHIMLS Compilation. 13.3.5.6 Full Member REB or AVP must employ reasonable efforts to monitor for and prevent scraping or other unauthorized access, reproduction or use of the HHIMLS Compilation in whole or in part. 13.3.5.7 Full Member REB or AVP shall take all reasonable steps to prevent browser caching of its login, password, and any other sensitive information. Full Member REB or AVP shall log and generate alerts for repeated failed logon attempts on the VOW. 13.3.5.8 Full Member REB or AVP shall store all passwords in encrypted format and shall strongly protect the encryption key. Full Member REB or AVP shall utilize strong SSL encryption with a minimum 128-bit key strength during any session where Registrants transmit any personal information including, but not limited to, name, address, telephone number, email address, birth date, login name, and password. Sensitive information or

mailto:[email protected]



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information that could be manipulated and result in information discovery must never be unencrypted in a cookie, form field or URL parameter. 13.3.5.9 Every application component must be thoroughly wrapped in error-trapping code so that confidential information is never displayed to the Registrant. 13.3.5.10 Full Member REB or AVP shall implement, at Full Member REB or AVP’s expense, any additional security measures not listed under this Section 13.3.5 and required by HHIMLS, in its sole discretion, to protect against security breach of computerized system of network servers containing the HHIMLS Compilation and to protect the security and privacy of the HHIMLS Compilation from unauthorized access, use, and disclosure. Full Member REB or AVP shall implement said security measures within thirty (30) days of receiving written notice from HHIMLS of the required security measures. 13.4 VIRTUAL OFFICE WEBSITE DISPLAY

Full Member REBs displaying the HHIMLS Compilation or portions of the HHIMLS Compilation on Virtual Office Website(s) (VOWs) are subject to these Rules and Rules Applicable to Virtual Office Websites (VOWs) as follows: 13.4.1. The right of a Full Member REB’s VOW to display the Compilation is limited to that supplied by the Multiple Listing Services in which the Full Member REB has participatory rights. A Full Member REB with offices participating in different Multiple Listing Services may operate a master VOW website with links to the VOWs of the other offices but may not commingle the HHIMLS Compilation with listing information from any other Multiple Listing Service. 13.4.2 Subject to the provisions of the HHIMLS VOW Policy and these Rules, a Full Member REB’s VOW, including any VOW operated on behalf of a Full Member REB by an Affiliated VOW Partner (AVP), may provide other features, information, or functions, e.g. Internet Data Exchange (“IDX”). 13.4.3 Except as otherwise provided in the HHIMLS VOW Policy or in these Rules, a Full Member REB need not obtain separate permission from other Members whose listings will be displayed on the Full Member REB’s VOW. 13.4.4 Before permitting any consumer to search for or retrieve any of the Compilation on the Full Member REB’s VOW, the Full Member REB must take each of the following steps:

13.4.4.1 The Full Member REB must first establish with that consumer a lawful broker-consumer relationship as defined by the State of South Carolina, including completion of all actions required by South Carolina state law in connection with providing real estate brokerage services to Registrants. Such actions shall include, but are not limited to, satisfying all applicable agency, non-agency, and other disclosure obligations, and execution of any required agreements.

13.4.4.2 The Full Member REB must obtain the name of, and a valid email address for, each Registrant. The Full Member REB must send an email to the address provided by the Registrant confirming that the Registrant has agreed to the Terms of Use (described below in Section 13.4.7 below). The Full Member REB must verify that the email address provided by the Registrant is valid and that the Registrant has agreed to the Terms of Use.



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13.4.4.3 The Full Member REB must require each Registrant to have a user name and a password, the combination of which is different from those of all other Registrants on the VOW. The Full Member REB may, at the Full Member REB’s option, supply the user name and password or may allow the Registrant to establish its user name and password. The Full Member REB must also assure that any email address is associated with only one user name and password.

13.4.5 The Full Member REB must assure that each Registrant’s password expires on a date certain but may provide for renewal of the password. The Full Member REB must at all times maintain a record of the name, email address, user name, and current password of each Registrant. The Full Member REB must keep such records for not less than one hundred eighty (180) days after the expiration of the validity of the Registrant’s password. 13.4.6 If HHIMLS has reason to believe that a Full Member REB’s VOW has caused or permitted a breach in the security of HHIMLS Compilation or a violation of HHIMLS Rules, the Full Member REB shall, upon request by HHIMLS, provide the name, email address, user name, and current password of any Registrant suspected of involvement in the breach or violation. The Full Member REB shall also, if requested by HHIMLS, provide an audit trail of activity by any such Registrant. 13.4.7 The Full Member REB shall require each Registrant to review, and to affirmatively express agreement by mouse click or otherwise, to a “Terms of Use” Agreement that provides at least the following:

13.4.7.1 That the Registrant acknowledges entering into a lawful consumer-broker relationship with the Full Member REB;

13.4.7.2 That all information obtained by the Registrant from the VOW is intended only for the Registrant’s personal, non-commercial use;

13.4.7.3 That the Registrant has a bona fide interest in the purchase, sale, or lease of real estate of the type being offered through the VOW;

13.4.7.4 That the Registrant will not copy, redistribute, or retransmit

any of the information provided except in connection with the Registrant’s consideration of the purchase or sale of an individual property;

13.4.7.5 That the Registrant acknowledges HHIMLS’s ownership of,

and the validity of the HHIMLS copyright in, the HHIMLS Compilation. 13.4.8. The Terms of Use Agreement may not impose a financial obligation on the Registrant or create any representation agreement between the Registrant and the Full Member REB. Any agreement entered into at any time between the Full Member REB and Registrant imposing a financial obligation on the Registrant or creating representation of the Registrant by the Full Member REB must be established separately from the Terms of Use Agreement, must be prominently labeled as such, and may not be accepted solely by mouse click. 13.4.9. The Terms of Use Agreement shall also expressly authorize HHIMLS and other Members or their duly authorized representatives to access the VOW for the purposes of verifying compliance with HHIMLS Rules and monitoring display of Members’ listings by the VOW. The Agreement may also include such other provisions as may be agreed to between the Full Member REB and the Registrant.



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13.4.10 A Full Member REB’s VOW must prominently display an e-mail address, telephone number, or specific identification of another mode of communication (e.g., live chat) by which a consumer can contact the Full Member REB to ask questions or get more information about any property displayed on the VOW. The Full Member REB must be willing and able to respond knowledgeably to inquiries from Registrants about properties within the market area served by that Full Member REB and displayed on the VOW. 13.4.11 A Full Member REB’s VOW must employ reasonable efforts to monitor for, and prevent, misappropriation, “scraping”, and other unauthorized use of HHIMLS Compilation. A Full Member REB’s VOW shall utilize appropriate security protection such as firewalls as long as this requirement does not impose security obligations greater than those employed concurrently by HHIMLS. 13.4.12. A Full Member REB’s VOW shall not display listings or property addresses of any seller who has affirmatively directed the listing broker to withhold the seller’s listing or property address from display on the Internet. The listing broker shall communicate to HHIMLS that the seller has elected not to permit display of the listing or property address on the Internet. Notwithstanding the foregoing, a Full Member REB who operates a VOW may provide to consumers via other delivery mechanisms, such as email, fax, or otherwise, the listings of sellers who have determined not to have the listing for their property displayed on the Internet. 13.4.13 Full Member REB who lists a property for a seller who has elected not to have the property listing or the property address displayed on the Internet shall cause the seller to execute a document that includes the following (or a substantially similar) provision:

Seller Opt-Out Form

1. Please check either Option a or Option b a. [ ] I have advised my broker or sales agent that I do not want the listed property to be displayed on the Internet.

OR b. [ ] I have advised my broker or sales agent that I do not want the address of the listed property to be displayed on the Internet.

2. I understand and acknowledge that, if I have selected option a, consumers who conduct searches for listings on the Internet will not see information about the listed property in response to their search.

Initials of seller

13.4.14. The Full Member REB shall retain Seller Opt-Out Forms for at least one (1) year from the date they are signed, or one (1) year from the date the listing goes off the market, whichever is greater. 13.4.15 Subject to subsection 13.4.16, a Full Member REB’s VOW may allow third-parties to write comments or reviews about particular listings or display a hyperlink to such comments or reviews in immediate conjunction with particular listings, or display an automated estimate of the market value of the listing (or hyperlink to such estimate) in immediate conjunction with the listing.



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13.4.16 Notwithstanding the foregoing, at the request of a seller, the Full Member REB shall disable or discontinue either or both of those features described in subsection 13.4.15 as to any listing of the seller. The listing broker or agent shall communicate to HHIMLS that the seller has elected to have one or both of these features disabled or discontinued on all Members’ websites. Subject to the foregoing and to subsection 13.4.17, a Full Member REB’s VOW may communicate the Full Member REB’s professional judgment concerning any listing. A Full Member REB’s VOW may notify its customers that a particular feature has been disabled "at the request of the seller."

13.4.17 A Full Member REB’s VOW shall maintain a means (e.g., e-mail address, telephone number) to receive comments from the listing broker about the accuracy of any information that is added by or on behalf of the Full Member REB beyond that supplied by HHIMLS and that relates to a specific property displayed on the VOW. The Full Member REB shall correct or remove any false information relating to a specific property within forty-eight (48) hours following receipt of a communication from the listing broker explaining why the data or information is false. The Full Member REB shall not, however, be obligated to correct or remove any data or information that simply reflects good faith opinion, advice, or professional judgment. 13.4.18. A Full Member REB shall cause the HHIMLS Compilation available on its VOW to be refreshed at least once every three (3) days. 13.4.19. Except as provided in these Rules or any other applicable HHIMLS policies, no Full Member REB shall distribute, provide, or make accessible any portion of the HHIMLS Compilation to any person or entity for any reason. 13.4.20 A Full Member REB’s VOW must display the Full Member REB’s privacy policy informing Registrants of all of the ways in which information that they provide may be used. 13.4.21 A Full Member REB’s VOW may exclude listings from display based only on objective criteria, including but not limited to, factors such as geography, list price, type of property, cooperative compensation offered by listing broker, and whether the listing broker is a REALTOR®. 13.4.22 A Full Member REB who intends to operate a VOW to display the HHIMLS Compilation must notify HHIMLS in writing of its intention to establish a VOW and must make the VOW readily accessible to HHIMLS and to all HHIMLS Members for purposes of verifying compliance with these Rules, the VOW Policy, and any other applicable HHIMLS rules or policies. All Full Member REB VOW URLs must be owned by HHIMLS Member and must be under their control. 13.4.23 A Full Member REB may operate more than one VOW either individually or through an AVP. A Full Member REB who operates their own VOW may contract with an AVP to have the AVP operate other VOWs on their behalf. However, any VOW operated on behalf of a Full Member REB by an AVP is subject to the supervision and accountability of the Full Member REB. Full Member REBs must have a broker-consumer relationship as defined by South Carolina state law with each Registrant seeking to receive information from a Full Member's VOW. 13.4.24 A Full Member REB’s VOW may not make available for search by, or display to, Registrants, any of the following information:

13.4.24.1 Expired, withdrawn, cancelled or Under Contract listing information.



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13.4.24.2 The compensation offered to other HHIMLS Members. 13.4.24.3 The type of listing agreement, i.e. Exclusive Right to Sell or

Exclusive Agency. 13.4.24.4 The seller’s and occupant’s name(s), phone number(s) or

email address(es). 13.4.24.5 Instructions or remarks intended for cooperating brokers only,

such as those regarding showings or security of listed property.

13.4.25 A Full Member REB shall not change the content of any listing in the HHIMLS Compilation that is displayed on a VOW from the content as it is provided in the HHIMLS Compilation. The Full Member REB may, however, augment the HHIMLS Compilation with additional information not otherwise prohibited by these Rules or by other applicable HHIMLS rules or policies as long as the source of such other information is clearly identified. This Rule does not restrict the format of display of the HHIMLS Compilation on VOWs or the display on VOWs of fewer than all the listings or fewer than all of the authorized information fields. 13.4.26 A Full Member REB shall cause to be placed on its VOW a notice indicating that the HHIMLS Compilation displayed on the VOW is not guaranteed accurate and shall include the following disclaimer and copyright notice:

“This information is not verified for authenticity or accuracy, is not guaranteed and may not reflect all real estate activity in the market. © 2017 [or current year] Multiple Listing Service of Hilton Head Island, Inc. All rights reserved.”

A Full Member REB’s VOW may include other appropriate disclaimers necessary to protect the Full Member REB and/or HHIMLS from liability.

13.4.27 A Full Member REB shall cause any listing that is displayed on its VOW to identify the name of the listing firm and the listing broker and agent in a readily visible color, in a reasonably prominent location and in typeface not smaller than the median typeface used in the display of the Compilation.

13.4.28 A Full Member REB shall limit the number of individual listings that a Registrant may view, retrieve or download to not more than three hundred (300) listings, in response to any inquiry.

13.4.29 A Full Member REB shall require that Registrants’ passwords be reconfirmed or changed every ninety (90) days.

13.4.30 A Full Member REB may display advertising and the identification of other entities (“co-branding”) on any VOW the Full Member REB operates or that is operated on its behalf. However, a Full Member REB may not display on any such VOW deceptive or misleading advertising or co-branding. For purposes of this Section, co-branding will be presumed not to be deceptive or misleading if the Full Member REB’s logo and contact information (or that of at least one Member) is displayed in immediate conjunction with that of every other party and the logo and contact information of all Members displayed on the VOW is as large as the logo of the AVP and larger than that of any third party.



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13.4.31 A Full Member REB shall cause any listing displayed on its VOW that is obtained from other sources, including from another multiple listing service or from a broker not participating in HHIMLS, to identify the source of the listing.

13.4.32 A Full Member REB shall cause any listing displayed on its VOW that is obtained from other sources, including from another multiple listing service or from a broker not participating in HHIMLS, to be searched separately from the HHIMLS Compilation.

13.4.33 Full Member REBs and the AVPs operating VOWs on their behalf must execute the license agreement required by HHIMLS.

13.4.34 Where a seller affirmatively directs their listing broker to withhold either the seller’s listing or the address of the seller’s listing from display on the Internet, a copy of the seller’s affirmative direction shall be provided to HHIMLS within forty-eight (48) hours of request by HHIMLS.

SECTION 14. PHOTOGRAPHS OR IMAGES 14.1 IMAGES OF LISTED PROPERTIES

At the request of a Member, HHIMLS will arrange for an image to be created and included with the property listed by the Member and entered into the HHIMLS Compilation. While HHIMLS will use reasonable care to ensure that the image entered into the HHIMLS Compilation for a particular property is accurate, HHIMLS does not make any warranty of any kind to HHIMLS Members or to the clients or customers of its Members concerning the accuracy or completeness of any particular image entered into the HHIMLS Compilation, nor does HHIMLS assume the duty to verify the accuracy of the image associated with any particular listing. HHIMLS Members shall have an affirmative duty to notify HHIMLS if a property record relating to a Member’s listing includes an image supplied by HHIMLS that is inaccurate. Upon receipt of such notice of an inaccurate image, HHIMLS will direct the Associate Member to the provider of the photo service to clarify the error for correction and use commercially reasonable efforts to arrange for a corrected image to be included in the appropriate property record as soon as possible.

14.2 PHOTOGRAPHS OR IMAGES

Members may submit photographs or images to HHIMLS for dissemination with Member’s listings in the HHIMLS Compilation. Photographs or images may be disseminated through the HHIMLS Compilation only in relation to a listed property, and photographs or images disseminated through the HHIMLS Compilation shall be limited solely to photographs or images of the listed property, the structure(s) located thereon, or amenities available only to owners of the property. It shall constitute a violation of HHIMLS Rules for a Member to submit photographs, images, virtual tours, videos or other information to HHIMLS that includes identifying information about the Member, including but not limited to Member’s phone number, fax number, email address, website address and/or signature. A Member who submits a photograph or image to HHIMLS warrants that the Member owns all copyright rights or other intellectual property rights in the photograph, image, and by submitting the photograph, image, virtual tour, or video to HHIMLS, conveys to HHIMLS a perpetual irrevocable non-exclusive license to use the photograph, image, virtual tours or video for any and all purposes deemed appropriate by HHIMLS in its sole discretion, including, but not limited to, sublicense, publication and dissemination of the photograph, image, videos or other information in the HHIMLS Compilation, or to display it on any Internet web site to which HHIMLS provides data about real property. Member agrees to indemnify, defend, and hold HHIMLS harmless from any and all damages or



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losses, including attorney’s fees and litigation costs or expenses arising from claims made against HHIMLS by a third party based upon HHIMLS’s use, dissemination or display of the photograph or image submitted by the Member.

SECTION 15. TRAINING AND ORIENTATION

15.1 Any applicant for HHIMLS participation and any licensee (including licensed or certified appraisers) affiliated with an HHIMLS Full Member who has access to and use of HHIMLS System and Services shall complete an orientation program of no more than eight (8) classroom hours devoted to the HHIMLS Rules and Regulations and computer training related to HHIMLS information entry and retrieval and the operation of HHIMLS.

15.2 Each Member will have the opportunity to attend, on a regular basis, classes that

HHIMLS offers on the training of the HHIMLS programs and Services. 15.3 Full Members and Associate Members may be required, at HHIMLS’ discretion,

to complete additional training of not more than four (4) classroom hours in any twelve (12) month period when deemed necessary by HHIMLS to familiarize Full Members and Associate Members with system changes or enhancements and/or changes to HHIMLS Rules or policies. Full Members and Associate Members must be given the opportunity to complete any mandated additional training remotely, if available.

15.4 Training classes will be offered at no cost to HHIMLS Members provided they

have registered with HHIMLS for said training classes. In the event a reservation is made and the Member does not attend and fails to cancel its reservation twenty-four (24) hours in advance of the class, a no-show fee will be posted to the Full Member’s next monthly invoice.

SECTION 16. RANKING STATISTICS

Distribution of ranking of agents and firms by any person, firm, or other source is strictly prohibited commercial exploitation. The HHIMLS ranking reports are available for subscription by all Brokers-In-Charge and are not for public distribution under any circumstances.

SECTION 17. STATISTICAL DATA The use of HHIMLS statistical data in advertising is subject to the following Rules: 17.1 The HHIMLS Compilation and its statistical data are valuable commercial products, the development of which has involved the expenditure of substantial time and money by HHIMLS and its Members. The Compilation and statistical data may include textual, statistical, financial, photographic, video and audio components which are proprietary information of HHILMS under copyright, and is furnished to its Members in trust. Except for the rights granted Members by HHIMLS, Members are to protect access to and use of the Compilation and the statistical data and are only authorized to use the Compilation or statistical data in conjunction with the purchase and sale of real estate. Members are not authorized in any manner to commercially exploit the Compilation or statistical data. All publication, dissemination and other rights in and to the Compilation and statistical data are reserved for HHIMLS in all languages, formats and media throughout the world for the sole and exclusive use or any other disposition by HHIMLS, its respective assignees or grantees at any time and from time to time without obligation or liability to its Members.

17.2 The advertising Member may not name other companies or agents disparagingly in their advertisements.



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17.3 The use of HHIMLS statistics for advertising or any dissemination to the general public requires the originating source of the material to maintain a file for one (1) year containing the research noted and calculations that were the basis for the statistics quoted. 17.4 Members who wish to use HHIMLS statistics (i.e. all Hilton Head Island villas, sales year-to-date, etc) must only use information previously authorized for this purpose by the Board of Trustees. Authorized information is the following and will be printed and updated monthly on the HHIMLS Members only site. a. Homes, Villas, and Lots; b. Monthly and Year-to-Date Total Sales Dollar Volume, Units Sold, and

Average Sales Price; and c. Past Year Monthly and Year-to-Date Total Sales Dollar Volume, Units

Sold and Average Sales Price. 17.5 Members may not give HHIMLS statistics to the news media for publication. 17.6 The Board of Trustees will appoint a spokesperson to disseminate HHIMLS statistics to the news media for publication. 17.7 Members using HHIMLS statistical data must include the following disclaimer: “The statistical data contained herein has not been verified by the Multiple Listing Service of Hilton Head Island, Inc. and the publication of information hereof is not a representation or warranty of any fact whatsoever.” 17.8 Members are required to strictly adhere to the definitions of the words “sold”, “participated”, or “assisting” as set forth by the National Association of REALTORS® in its Code of Ethics and Standards of Practice.

SECTION 18. INDEMNIFICATION

18.1 If HHIMLS is made to incur legal fees precipitated by the actions of a Member, for any reason whatsoever, including but not limited to collection of financial obligations owed to HHIMLS by the Member, for injunctive relief or for a Member’s breach of these Rules and Regulations or the By-Laws, the Member shall indemnify HHIMLS for all expenses incurred by HHIMLS in pursuing such action, including but not limited to attorneys’ fees, court costs, expert witness fees and expenses incident to the proceedings or investigations.

18.2 If HHIMLS prevails in any kind of legal action whatsoever instituted by a Member against HHIMLS, for any reason whatsoever, the Member shall indemnify HHIMLS for all expenses incurred by HHIMLS in defending such action, including but not limited to court costs, attorneys’ fees, expert witness fees and expenses incident to the proceedings or investigations.

SECTION 19. AMENDMENTS TO THE RULES AND REGULATIONS

19.1 HHIMLS may amend the Rules, subject to final approval by the Board of Trustees. 19.2 From time to time the Board of Trustees will amend these Rules. After amendment, HHIMLS will by newsletter or such other means as the Board of Trustees deems appropriate, notify the Members of such amendments and such notification will constitute implementation and effectiveness of such amendment to the Rules.

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