MetroTex Commercial Data Exchange Document Directory

2020-MCDX-Rules-and-Regulations

MCDX, owned and operated by MetroTex Commercial Data Exchange, Inc., will give an Access Code to each Subscriber. Having received an Access Code, the Subscriber shall follow these Rules and Regulations. Subscribers shall not allow the sharing of Access Codes or allow unauthorized access to MCDX Service. Each Access Code is personal to the Subscriber and such Subscriber is obligated to keep the Access Code confidential and may not share the Access Code with any other employees of Subscriber or any third party. Subscriber shall be responsible for any breach of such obligations. Subscriber shall immediately notify MCDX if any third party gains or has the potential to gain access to any of Subscriber’s Access Codes, and shall be fully responsible for any and all activities that occur under such Access Code.

From time to time changes, updates or enhancements of the MCDX Service may occur. Notification of these events will occur by posting a notice of the change on the MCDX web site.

Subscriber is solely responsible for acquiring and installing all equipment, hardware, software (including web browser software), telecommunications lines, Internet access connections and other items necessary to use MCDX Service.

Subscriber may request a User to have access to MCDX Service in addition to the Subscriber, provided the User meets the definition of User in Section 1. Upon confirming the request for the additional User by Subscriber, no further documentation will be required between Subscriber and MCDX. If the User status changes, the Subscriber must notify MCDX within 3 business days. Users who support multiple agents in an office (office managers), must have a letter from the managing Broker identifying the supported agents.

MCDX is not a Multiple Listing Service, and no offers of compensation or cooperation can be made through MCDX. Any offers of Cooperation and/or Compensation can only be made through the managing broker(s). Where the Subscriber is acting on behalf of the seller or lessor, it is essential that there be a written agreement between the Subscriber and the seller or lessor authorizing the Subscriber to submit information on the property to MCDX. Exclusive right to sell/lease, exclusive agency agreements, open listing agreements and other forms of agreements are accepted. Net Listing agreements are not accepted. Agreeing to be a Subscriber is voluntary and information submitted to MCDX is on a voluntary basis.

All content provided to MCDX by Subscriber or User shall be free from claims of infringement of any kind. The content (or all rights thereto) provided by Subscriber shall be owned by Subscriber prior to its submission to MCDX, or Subscriber shall possess the rights, licensed or otherwise, to submit listing content to MCDX for its use in publication and dissemination without a threat or allegation of being in violation of another party’s legal rights to the listing content. Subscriber may not submit any content to MCDX if Subscriber has or will grant exclusive rights to the content to a third party. Subscriber may not submit any content obtained from MCDX to a third party if a requirement of submitting the content is the granting of exclusive rights to the content. MCDX may reject or refuse to use, distribute or display any Database Content that it considers defective, libelous, slanderous, defamatory, inaccurate, incomplete, or that violates, misappropriates or infringes any rights of any third party. Neither Subscriber nor any User may submit any property descriptions, photographs, images, financial, transactional, tenant, contact or other information, “listing content” or “Database Content”, to MCDX unless Subscriber has legal rights to publish, advertise and distribute that information.

If an error in the listing content contained in MCDX is caused by MCDX, Subscriber’s sole remedy will be the correction of the error after notice to MCDX.

Subscriber and User have the authority to and do hereby grant to MCDX a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, modify, resize, adapt, prepare derivative works of, distribute, perform and display the listing content for any purpose as determined by MCDX, and to modify, add to, or remove the metadata contained within such listing content. Subscriber and User warrant and certify to MCDX that (i) Subscriber or User is the copyright holder pursuant to a “Work Made for Hire” agreement and grant to MCDX the license set forth above; or (ii) the listing content is not subject to any restrictive copyright agreement and grant to MCDX the license set forth above; or (iii) they have permission from the copyright holder of the listing content to grant to MCDX the license set forth above. As a condition to a Subscriber or User displaying any listing content, Subscriber or User on its website or Internet display shall designate an agent to receive notifications of claimed copyright infringement with the United States Copyright Office under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. – 512). The failure to comply with this section shall result in the immediate suspension of the subject Subscriber or User’s right to use and display the listing content, without prior notice to the Subscriber. Subscriber hereby grants to MCDX a non-exclusive license to develop, use, display, distribute, exploit and sell Derivative Works utilizing Database Content submitted to MCDX by or on behalf of Subscriber and Subscriber’s Users.

Without limiting any other provision in these Rules and Regulations, MCDX grants Subscriber a limited, non-exclusive, non-transferable, non-assignable, revocable license to use MCDX Service (and the Database Content not submitted by Subscriber or Subscriber’s Users) solely for internal use including the provision of services to its clients or marketing its services to prospective clients in accordance with the terms, restrictions and limitations set forth herein.

Subscriber acknowledges that the following are strictly prohibited: (i) the license, grant, transfer, sale, assignment, and distribution of Service (and the Database Content not submitted by Subscriber or Subscriber’s Users) or otherwise making Service (and the Database Content not submitted by Subscriber or Subscriber’s Users) available to, or utilizing for, any third party;(ii) redistribution to any third party any Database Content not entered into by Subscriber or Subscriber’s Users; and (iii) developing a competitive product or service or building a product using the same features and functions of Service or similar ideas, features, functions, or graphics.

Submission of any property information to MCDX is voluntary on the part of the Subscriber. Information on property for sale or lease of the following types may be submitted by Subscribers to MCDX:

(a)office
(b) industrial
(c) land
(d) retail
(e) multi-family investment of more than 4 units
(f) special use

MCDX shall require use of standardized property information forms to submit information on properties for sale or lease to MCDX.

Any property information to be filed with MCDX is subject to the Rules and Regulations upon filing.

Any property information sheet submitted to MCDX should include a description of the type of property and the price, or any pertinent information as determined by MCDX.

Any change in price or other change in the terms of the information originally filed shall be submitted to MCDX within seventy-two (72) hours (excluding weekends and holidays) by the Subscriber making the original information filing. Notice of a sale or lease shall be reported to MCDX by the Subscriber making the original information filing within seventy-two (72) hours (excluding weekends and holidays) of acceptance of a contract to purchase or lease. The Subscriber making the original filing shall report any cancelled sale or lease to MCDX within seventy- two (72) hours (excluding weekends and holidays) and the property information filing shall be reinstated in the compilation of current information.

Filings may be withdrawn from MCDX by the filing Subscriber.

The Subscriber, acting on behalf of a seller or lessor, shall specify the price at which the property is being marketed unless the property is subject to auction or if the seller or lessor has not established a price.

Any property which is to be marketed for sale or lease as multiple individual units must be so indicated on the property information sheet. When any part of a filed property has been sold or leased, the rules related to notifying MCDX shall be observed.

Property information will be published in MCDX compilation for the period specified by the filing Subscriber.

When a Subscriber is suspended or their Agreement is terminated, then all property information filings submitted by the Subscriber may be removed from MCDX.

The filing of information with MCDX by a Subscriber acting on behalf of a seller or lessor does not constitute an offer of cooperation. Any Subscriber wishing to cooperate in the marketing of the property must contact the filing Subscriber to determine the type of cooperation offered, the compensation offered (if any) to Subscribers procuring a purchaser or lessee, and the terms and conditions upon which the property being offered may be shown. Any Subscriber attempting to locate a property on behalf of a buyer must contact the Subscriber representing the seller/lessor to determine the terms and conditions of cooperation, the compensation offered (if any), and to arrange showings of prospective properties. Any offers of cooperation and/or compensation can only be made through the managing broker(s).

Fees will be set by the MCDX Board of Directors. Each Subscriber is responsible for assuring that any affiliated Users obtain a Password to access MCDX.

Subscriber Fees will be established annually by the MCDX Board of Directors.

(i) Subscriber Fees will be paid in advance on a quarterly basis. All fees must be paid electronically and set up for auto payment.
(ii) Users -Subscriber-affiliated unlicensed administrative clerical staff and personal assistants – no charge.
(iii) Economic Development Clients (EDC’s) who do not hold a real estate license and are not licensed or certified appraisers may access the current MCDX compilation in a read-only format without the ability to add or edit information, for an annual fee to be established by the Board of Directors.

The following action may be taken by MCDX for noncompliance with the Rules and Regulations: For failure to pay any Subscription Fees or charges within ten (10) days of the date due, MCDX shall suspend Service until fees or charges are paid in full. If MCDX, in its sole discretion, determines that the Subscriber, User or EDC is not in compliance with these Rules and Regulations, then MCDX may suspend Service to Subscriber, User or EDC until MCDX, in its sole discretion, determines that Subscriber, User or EDC is in compliance, or MCDX may simply terminate the Agreement.

All information provided by MCDX Service to Subscribers shall be considered confidential and is provided exclusively for the use of Subscribers as defined in Section 1.

MCDX shall have the exclusive right to license Database Content and any portions thereof to any entity pursuant to the terms agreed upon by the MCDX Board of Directors.

Subscribers and Users shall not reproduce any Database Content or any portion thereof, except in the following circumstances: Subscribers and Users may reproduce from the Database Content, and distribute to prospective sellers, lessors, and purchasers, a reasonable** number of single copies of property information contained in the Database Content. **It is intended that the Subscriber be permitted to provide buyers or lessees with information relating to properties which the buyer or lessee has an interest in, or in which the Subscriber is seeking to promote interest. The term reasonable, as used herein, should therefore be construed to permit only limited reproduction of property information intended to facilitate the decision-making process in the consideration of a purchase, lease, or exchange. Factors which shall be considered in deciding whether the reproductions are reasonable in number, shall include, but are not limited to, the total number of filings in the compilation; how closely the filings reproduced relate to the purchaser(s) or lessee(s) expressed desires and ability to purchase or lease; whether the reproductions were made on a selective basis; and whether the type of properties are consistent with a normal itinerary of properties which would be shown to the prospective purchaser or lessee.

Reproductions made in accordance with this rule shall be prepared in such a fashion that the property information of properties other than that in which a buyer has expressed interest, or in which the Subscriber or User is seeking to promote interest, or which is necessary to assist a seller or lessor in ascertaining a reasonable market price, does not appear on such reproduction. Nothing contained herein shall be construed to preclude any Subscriber from utilizing, displaying, distributing, or reproducing property information sheets or other compilations of data pertaining exclusively to properties submitted to MCDX by the Subscriber.

None of the foregoing shall be construed to prevent any individual legally in possession of current property information, sold information, comparable, or statistical information from utilizing such information to support an estimate of value on a particular property for a particular client. However, only such information that MCDX has deemed to be non-confidential and necessary to support the estimate of value may be reproduced and attached to the report as supporting documentation. Any other use of such information is unauthorized and prohibited by these Rules and Regulations.

Use of information from the compilation of current property information, from the statistical report for public mass media advertising by a Subscriber or in other public representations, may not be prohibited. However, any print or non-print forms of advertising or other forms of public representations based in whole or in part on information supplied by MCDX must clearly demonstrate the period of time over which claims are based and must include the following, or substantially similar, notice: Based on information from the MCDX for the period (date) through (date).

Amendments to Rules and Regulations shall be by a majority vote of the MCDX Board of Directors.

2020-MCDX-Bylaws

The name of this organization shall be MetroTex Commercial Data Exchange, Inc. (MCDX) hereinafter referred to as the Exchange, or MCDX, all the shares of stock of which are solely and wholly owned by the MetroTex Association of REALTORS®, Inc. (the “Association”).

MCDX serves as a Commercial Property Information Exchange. Exchange Subscribers retained by sellers or lessors of commercial or industrial property to market those properties may submit information on those properties to the Exchange. Subscribers retained by buyers or tenants of commercial or industrial property may submit information on the type(s) of property sought to the Exchange. Any compensation agreements related to property included in the Exchange compilation must be made on an individual basis outside the Exchange between the Subscribers involved. Any offers of Cooperation and/or Compensation can only be made through the managing broker(s).

MCDX is not a Multiple Listing Service. No offers of cooperation and compensation are communicated through filing information on a property with MCDX.

The service area of MCDX shall be determined by MCDX Board of Directors.

A—Subscribers Defined: Licensed Real Estate brokers or agents, and licensed or certified appraisers without further qualification, except as otherwise stipulated in these bylaws, shall be eligible to subscribe to the Exchange upon agreeing in writing to conform to the rules and regulations thereof and to pay the costs incidental thereto.

However, under no circumstances is any individual or firm, regardless of membership status, entitled to MCDX subscription unless they hold a current, valid real estate license or are licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property. Use of information developed by or published by MCDX is strictly limited to the activities authorized under a Subscriber’s subscription and unauthorized uses are prohibited. Further, none of the foregoing is intended to convey any right of access to information developed by or published by MCDX where access to such information is prohibited by law.

B—Application for Subscription Services: Application for Subscription Services shall be made in such manner and form as may be prescribed by the MCDX Board of Directors and made available to any Licensed real estate agent  practicing in the service area. The application form shall contain a signed statement agreeing to abide by these bylaws and any other applicable rules and regulations of the Exchange as from time to time adopted or amended.

C—Discontinuance of Subscription Services: MCDX Users may discontinue subscription services by giving the MCDX 15 days’ written notice. Reapplication to the Exchange would be required after 12 months by making formal application in the manner prescribed for new Subscribers.

D—Users: Users include affiliated unlicensed administrative and clerical staff and personal assistants who are under the direct supervision of an MCDX Subscriber.

E – Other Services: MCDX reserves the right to sell data services to other corporate, governmental or educational entities at rates to be determined by the Board of Directors.

The charges made for participation in the Exchange shall be as determined, and as amended from time to time by the MCDX Board of Directors, and specified in the rules and regulations of the Exchange.

A—Government of the Exchange: The governance of the Exchange shall be vested in the MetroTex Commercial Data Exchange Board of Directors comprised of the elected Officers and Directors nominated and elected as described in this Article.

B—Officers of the Exchange: The Officers of the Exchange, who shall also be Directors, shall be a President, a Vice President, and a Secretary-Treasurer, and shall have such duties as described in this Article.

C—Board of Directors of the Exchange: There shall be a total of nine (9) elected Directors, including the Officers of the Exchange, to be elected from among the Subscribers of the Exchange, except that not more than three (3) Directors may be elected from among non-REALTOR® Members. In addition to the elected Directors, the current President of the Association or a person appointed by the President, and the MCDX Immediate Past President shall serve as non-voting Directors.

D—Nomination and Election of Officers and Directors: The Officers and Directors of the Exchange shall be nominated by a vote of the Subscribers in the Exchange in accordance with the provisions of Article 7, Meetings, of these bylaws and as set forth below.

• Nominating Committee: The President of the Exchange shall appoint a Nominating Committee each year, which Committee shall be composed of the immediate past president, at least one board member not currently standing for election, and have a total of five (5) members. The appointment of the Nominating Committee shall be made by such a date as to enable the Committee to meet and select a proposed slate of Officers and Directors of the Exchange not more than 60 nor less than 30, days prior to the date of the election.
• The Nominating Committee shall accept applications for open Director positions and for the Secretary-Treasurer and Vice-President no less than 60 days prior to holding an election of the board members. Applicants for Director seats must be qualified Subscribers of the Exchange in good standing, as defined in the MCDX Policy manual. Applicants for officer positions must also have served at least one term on the Board of Directors of the Exchange or the Association Board of Directors.
• Notice of Proposed Nominees: The President shall cause a list of the proposed nominees selected by the Nominating Committee to be forwarded to the Directors of the Exchange, setting forth the time, place, and other pertinent conditions for election of the Officers and Directors by vote of the Directors of the Exchange. The notice to the Subscribers of the Exchange concerning the election of Officers and Directors shall be published on a date at least 14 calendar days including holidays prior to the proposed election.
• Voting by Secret Ballot: Voting for selection of nominees, if other than on a motion to cast a unanimous vote for the original proposed slate shall be by secret ballot either written or electronic.
• Candidates for Vice-President and Secretary-Treasurer shall be elected by a majority of the votes cast. Candidates for open Director positions shall be elected from the top vote-getters in order. In case of a tie for the final seat, the President will cast the deciding vote.

E—Term of Office: The Officers shall serve for a one-year term. The elected Directors shall serve for staggered two-year terms with one-half of the terms expiring each year. Officers and Directors shall take office upon the effective date of their election and shall continue until their successors are elected, qualified, and installed. No Officer or Director shall be nominated and elected to the same office for more than two (2) consecutive full terms. A Director or officer filling a partial term shall remain eligible for two (2) full consecutive terms.

F—Duties of Officers and Directors: The duties of the Officers and Directors are as follows:

1. The President shall be the Chairman of the Board of the Exchange and shall preside at its meetings and those of the Board of Directors, and shall perform all the duties of the President in accordance with declared policies and, as required, subject to confirmation of the Board of Directors.
2. The Vice President shall in the absence of the President, perform all of the duties of the President. The Vice President is the presumptive President for the fiscal year following his term as Vice-President.
3. The Secretary-Treasurer shall: a. Ensure the integrity of the fiscal affairs of MCDX.   Review the monthly financial statements and report to the Board of Directors, highlighting current and prospective variances between budget and actual. c. Present the annual budget proposal to the MCDX Board of Directors.
4. The MCDX Board of Directors shall be the governing body of the Exchange and shall have control of all affairs of the Exchange and shall authorize all expenditures of funds. The MCDX Board of Directors shall, prior to the end of each fiscal year, have staff and the Budget Committee prepare a budget reflecting projected income, costs and expenses of MCDX for the next fiscal year. The budget shall be submitted to the MCDX Board of Directors for approval on a date not less than 90 days prior to the first day of the next fiscal year. The MCDX Board of Directors shall employ such executive, legal, and office personnel it deems necessary to care for and maintain the Exchange and otherwise conduct the administrative business of the Exchange. The MCDX Board of Directors shall have the right to engage an auditor to perform an audit of all books and accounts at any time without notice. The MCDX Board of Directors shall have the power to adopt such Policies, Rules and Regulations that the Board may deem appropriate, subject to review by legal counsel. Except as otherwise provided in these Bylaws and Rules and Regulations, the actions of the Exchange Board of Directors shall be final.

G—Removal of Officers and Directors: In the event that an Officer or Director of the Exchange is deemed to be incapable of fulfilling the duties for which elected, but will not resign from office voluntarily, the Officer or Director may be removed from office under the following procedure:

1. A petition requiring the removal of an Officer or Director and signed by not less than one-third of the Directors of MCDX shall be filed with the President of MCDX, or if the President is the subject of the petition, with the next-ranking officer, and shall specifically set forth the reasons the individual is deemed to be incapable from further service.
2. Upon receipt of the petition, and not less than twenty (20) days or more than forty-five (45) days thereafter, a special meeting of the Board of Directors of MCDX shall be held, and the sole business of the meeting shall be to consider the petition against the Officer or Director, and to render a decision on such petition.
3. Notice of the special meeting shall be given to the Board of Directors at least ten (10) days prior to the date of the meeting, and shall be conducted by the President of MCDX unless the President’s continued service in office is being considered at the meeting. In such case, the next-ranking officer will conduct the meeting or the hearing by the Board. Provided a quorum is present, a three-fourths vote of Board members present and eligible to vote shall be required for removal from office.

H—Vacancy

1. If the office of President becomes vacant, the Vice-President shall immediately assume the duties of President and shall fulfill the remainder of the term of the President. The Vice-President will remain the presumptive President for the next term.
2. If the Vice-President declines or is unable to serve as President in the following fiscal year, the office of President will be added to the list of open positions for consideration by the nominating committee.
3. If any other Officer or Director position becomes vacant more than 90 days prior to the election of new board members, the MCDX Board of Directors shall appoint a replacement, with preference being given to applicants for board seats for the current year. In no case shall the board be allowed to fall below a quorum+1, with the quorum defined in Article 7 (D).

A—Annual Meeting: The annual meeting of Subscribers of the Exchange shall be held at the principal office immediately prior to the March meeting of the MCDX Board of Directors.

B—Special Meetings of the Exchange: Special meetings of MCDX Subscribers may be called from time to time by the President, the MCDX Board of Directors, or by 10% of the Subscribers of the Exchange. Written notice stating the day, place, and hour of the meeting, the purpose or purposes for which the meeting is called, shall be delivered to all Subscribers of the Exchange not less than 10 calendar days, including holidays, prior to said meeting.

C—Quorum and Voting at Meetings of the Subscribers of the Exchange: A majority vote by such Subscribers present and qualified to vote at a meeting shall be required for passage of motions.

D—Meeting of the Board of Directors of the Exchange: The Board of Directors may meet at any time it deems advisable on the call of the President or any four (4) members of the Board of Directors. Five (5) Directors shall constitute a quorum. A majority vote by the Directors present and voting at a meeting attended by a quorum shall be required for passage of motions.

E—Presiding Officer: At all meetings of the Subscribers of the Exchange, or of the MCDX Board of Directors, the President or, in the absence of the President, the Vice President shall serve as presiding officer. In the absence of the President and Vice President, the meeting shall be postponed no less than 72 hours and notice of the postponement and the notice of the new meeting schedule must be posted within one (1) business day.

The President, with the approval of the Exchange Board of Directors, shall create such standing or ad hoc committees as the President deems desirable and shall appoint their members. Each committee shall consist of not less than five (5) Subscribers in the Exchange. The President, with the approval of the Exchange Board of Directors, shall appoint a Chair and Vice-Chair for each committee from among qualified applicants for the position as defined in the Policy manual. The term for committee members, Chairs and Vice-Chairs shall be annual. The Vice-Chair position is expected, but not required, to succeed to the Chair position in the following year.

Standing Committees Shall Be:

Budget and Finance Committee

The fiscal year of the Exchange shall commence on January 1 and shall end on December 31.

A—Amendments to Bylaws: Amendments to these Bylaws shall be by the Subscribers of the Exchange, and shall be determined at an Annual Meeting or Special Meeting of the Exchange in accordance with the provisions of Article 7 concerning Meetings of the Exchange.

B—Amendments to Rules and Regulations: Amendments to the rules and regulations of the Exchange shall be by consideration and approval of the Board of Directors of the Exchange in accordance with the provisions of Article 7, Section D, concerning meetings of the Board of Directors.

C-Amendments to the MCDX Policies shall be by consideration and approval of the Board of Directors of the Exchange in accordance with the provisions of Article 7, Section D, concerning meetings of the Board of Directors.

In the event this Exchange shall at any time terminate its activities, the Board of Directors of the Exchange shall consider and adopt a plan of liquidation and dissolution with the approval of the Subscribers thereof and of the Board of Directors of the Association (shareholder). Said plan shall provide for the collection of all assets, the payment of all liabilities, and that the remaining portions thereof to be assigned to the Association.

How to setup autopay (.pdf download)

Log in to Member Portal www.mymetrotex.org

Under Personal Information select Manage Credit Cards

Add a new Credit card (.pdf download)

Add a new Credit card, if one has not previously been entered, or Modify an existing card

To Add a new Credit Card, click on the blue “Add a New Credit Card” link and fill out the informational form.

To Setup or Modify an existing card for autopay, select and highlight the card from the drop down selector on the right of the card, then click on the “Submit” button. Next, scroll down to Autopayment Choices.

The Auto-payment Choices section of the next screen allows you to manage the following:

• When adding or modifying your autopay selections, you may check/uncheck individual boxes or “Select All”. Then click on the Submit button to save your selections. If you have chosen the autopay feature, your card is automatically kept securely on file.
• If you do not wish to choose auto pay, but would like to keep your card on file for future payment convenience, simply change the selector from “No” to “Yes”, then click on the Submit button.
• If you would like to remove a card, click “Delete this Card”.