Updates to the RPR Content License Agreement

It’s been a few weeks since we first released the RPR Content License Agreement, and if you follow such things, you will have noted that it attracted a good deal of public attention, and much more private discussion. In the public arena, there were thoughtful checklists of issues to consider with regard to our agreement (and beyond) posted by Mike Audet of WAV Group, and by John Rees.  And over at MLS Tesseract, Brian Larson made a series of posts expressing consternation and a certain amount of contention with the contents of the agreement itself.

While Brian may have been disappointed by the document, he has approached both the legal and business issues in good faith and with equanimity, and gave us a lot to chew on. Perhaps more importantly, however, he elicited a decent amount of public reaction, and offered to create a forum for those who wished to speak anonymously. While I’ll admit to having been naive about the reasons why smart people with opinions would be nervous about expressing them in public, Brian did us all a favor by offering them a place to speak behind the screen.

In addition to everything happening online, we have now handed the agreement out to more than 150 MLSs which requested it and have begun to receive their feedback as well – both individually and from certain collectives.  A few themes emerged – ranging from technical to broader business and policy issues.  And there was enough consensus on many of them to merit a revision of our template, which we have done and which is linked from this post for you to see in comparison form to the earlier document so that you can easily make note of all of the changes.

What’s new:

  • Made explicit that the RPR Website will be made available for free to all of the Participants and Subscribers of a Licensor’s MLS.
  • Added further definition of the user access policies governing what content non-Subscribers to a Licensor’s MLS will see, and what Participants/Subscribers who are not NAR members will see.
  • Provided options for Licensors to open up or restrict their content differently than called for under the user access policies.
  • Made explicit that there is no consumer access to RPR, except through reports that can be created by an authorized user.
  • Incorporated the RPR Website Terms of Use, under which all users must access the system.
  • Added language on security measures RPR will take to protect the licensed content.
  • Clarified the designation of confidential MLS information and stated that it will not be used on the RPR Website (unless requested by a Provider).
  • Made explicit that broker consent, if required, must be obtained by Provider.
  • Added specific and clear definitions of the analytics products that will be produced by RPR, specifically: the “RVM” and address file matching services.
  • Added express restrictions of any analytics product that: i) could result in the sale of the Licensed Content back to a Realtor, ii) could result in the marketing of services to a Realtor, or iii) could result in the marketing of services to a consumer.
  • Provided an option to restrict RVM sales to county assessors.
  • Made explicit that all analytics work will be performed exclusively on RPR infrastructure, and that Licensed Content will not be exported.
  • Added clarifying language regarding the destruction of all Licensed Content upon termination.
  • Extended the offer not to compete with MLS providers to three years if RPR terminates the agreement.
  • Made explicit that Licensed Content will not be used to compete with Providers should they terminate the agreement.
  • Added provisions for first-level end-user support, and tier-2 support of Providers.
  • Clarified that roster fields are only required insofar as they are already supported by a Provider’s MLS.
  • Clarified that provider may determine the method of data access.
  • Provided a reasonable standard for suspension or termination if the Provider believes the data is being misused by RPR.
  • Expanded language on confidentiality.

No less importantly, what has not changed: there is no formula for revenue sharing with an MLS provider.  While the reasons for this have been described and discussed in dozens of forums since RPR was first announced, our thinking behind this remains that as a NAR member benefit, in which NAR members have already invested, it is critical that RPR be able to sustain the services that we will provide to the members without charging them for access, enhancements, advertising, or services.  Recently, we have begun to engage large brokers – both individually, and in several brainstorming groups – who have generally supported the rationale behind this approach.  Also, there is now a competitive offering which compensates the MLS providers without offering anything to the members, and we are pleased for the line between the two to have been drawn as brightly as it has been.

Finally, our own discussions with MLS providers large and small about the original agreement confirmed that the key issue for many, if not most, was not actually licensing revenue, but the use of the data once it has been licensed to RPR.  That has now been addressed through specific and narrow definitions of the RPR offerings in the revised template that we have included in this post.

While ordinarily it might seem a bit strange to post revisions to a contract out in the open, it made sense to us given the level and tone of the debate over the past few weeks.  We hope it is helpful both as a show of responsiveness and in terms of opening up the discussion even further, and we look forward to knowing your thoughts about these changes.

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11 replies
  1. Brian Larson
    Brian Larson says:

    Marty,
    Thanks for the kind comments! I’m looking forward to reviewing the changes that you’ve implemented.

    As for your comment, “I’ll admit to having been naive about the reasons why smart people with opinions would be nervous about expressing them in public” – MLSs and REALTOR assns are pretty political beasts, and speaking your mind can get you into trouble in many different ways, some subtle, some gross. (It’s the tall daisies that get their heads cut off!)

    I hope those who wish to speak up publicly will continue, and that those who are ‘shy’ – for whatever reason – will feel comfortable sharing through channels like MLST.

    Thanks for considering their comments! (and mine, for what they’re worth)
    -Brian

    Reply
  2. Victor Lund
    Victor Lund says:

    Great job of filling in many of the gaps that were causing so many questions.

    We really appreciate having access to this blog to get the facts about development and refinement of business rules and terms that affect RPR so that everyone can have specific insight into the many complicated issues that surround the product.

    Thanks again for keeping us all informed.

    Reply
  3. Todd A. Shipman
    Todd A. Shipman says:

    I attended the COVE meeting in Scottsdale last month as a representative of my regional provider, I saw that meeting as a forum for the RPR to learn about deeper concerns and use that information to further build out the RPR business model. I want to congratulate all the members of that forum and the RPR on listening and working together to make the proposed changes. This type of collaboration will go along way to build a better and useful REALTOR tool. The evolution of the industry is about to take a quantum leap. Let us all leverage the opportunity carefully and with consideration for each party.

    Reply
  4. MIke Wallender
    MIke Wallender says:

    In section 1(v), county assessors are excluded form the definition of RPR Customer(s). Why is the exclusion limited to “County” assessors and not inclusive of all governmental assessors, including town assessors?

    Reply
  5. Reggie
    Reggie says:

    Mike – Thanks for your question. We were asked specifically about county assessors in the initial feedback we gathered. But we want to make clear that we would be happy to consider other requests as they come up through our conversations with MLSs.

    Reply
    • Reggie
      Reggie says:

      VERY IMPORTANT: The number of responses displayed on each post is the number of comments + the trackbacks/pingbacks.

      As for the commenter “Nate Nichols”…this person left 3 comments in a row and used a different name and email for each. The person was in clear violation of our comment policy. Notice all 3 comments have the same IP address, yet have different names and email addresses.

      Please understand that impersonating others cannot be tolerated in our comment stream

      Reply
  6. Andy
    Andy says:

    “…As for the commenter “Nate Nichols”…this person left 3 comments in a row and used a different name and email for each. The person was in clear violation of our comment policy. Notice all 3 comments have the same IP address, yet have different names and email addresses.

    Please understand that impersonating others cannot be tolerated in our comment stream…”

    From a technical standpoint, and not related to the individual(s) or specific comments, please consider this.

    As I’m sure you’re aware, an IP address can be, and usually is, shared by all computers at a particular location. So, it’s very possible that the posts in question were actually made by different individuals who work at a particular real estate office.

    You should always be wary of making assumptions based on an IP address, particularly in situations where your readers are more likely to be working in an office that shares its IP address among all computers.

    Reply

Trackbacks & Pingbacks

  1. […] on stage in San Diego should have raised a red flag. But in any case, by the time the RPR team placed a redline of that license agreement online for all to parse the whole thing reeked of […]

  2. […] folks at RPR while at the same time ending up on a negative note.  On the one hand, RPR’s posting their Content License Agreement (complete with redlined corrections) is by far the most transparent thing that I’ve seen a […]

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