Escrow Processing LLC provides all content and software
(the "Service" or "Services") available
at the web address and domain name www.escrowprocessing.com
("Escrow Processing"). The Services are designed for
expediting and facilitating real estate and other transactions,
and are available to you subject to your complying with, and
agreeing to the specific terms and conditions in sections A
through M of this Escrow Processing User Agreement (the "Agreement")
as set forth below.
IF YOU DO NOT AGREE WITH ANY TERM OR CONDITION STATED OR
LINKED TO BELOW, YOU ARE EXPRESSLY PROHIBITED FROM ACCESSING
OR USING ANY OF THE Escrow Processing SERVICES WHICH REQUIRE
REGISTRATION OR A PASSWORD FOR ACCESS.
Please review each section carefully. Should you have any questions,
please feel free to contact us using the information in Section
M below or by clicking on the "Contact Us" links found on the
Escrow Processing website.
DETAILED CONTENTS OF THIS AGREEMENT
A. YOU MAKE THIS AGREEMENT VOLUNTARILY
B. YOU HAVE CAREFULLY REVIEWED THIS AGREEMENT
C. WE MAY MODIFY THIS AGREEMENT
D. TERMINATIONS, TRANSACTION EXPIRATIONS, NO
REFUNDS
E. LIMITATION OF OUR LIABILITY
F. I AM RESPONSIBLE FOR MY USER NAME AND PASSWORD
G. I AM RESPONSIBLE FOR MY USE OF Escrow Processing.
H. NO WARRANTIES ARE GIVEN
I. INTELLECTUAL PROPERTY AND NON-COMPETE AGREEMENT
J. SEVERABILITY AND APPLICABLE LAW
K. THIS IS OUR ENTIRE AGREEMENT
L. SAVE YOUR ORIGINAL DOCUMENTS
M. HOW TO GIVE NOTICE
A. YOU MAKE THIS AGREEMENT VOLUNTARILY
I certify that I am over 18 years of age and that
I am authorized to and capable of entering into this Agreement
and am doing so voluntarily.
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B. YOU HAVE CAREFULLY REVIEWED THIS AGREEMENT
I agree to read this Agreement carefully before accessing or
using Escrow Processing. By accessing or using Escrow Processing,
I agree to be bound by the terms and conditions of this User
Agreement. If I do not wish to be bound by these terms and conditions
I understand that I may not access or use Escrow Processing.
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C. WE MAY MODIFY THIS AGREEMENT
I agree that the Company may modify this Agreement
at any time, and upon any material modification to the Agreement,
I will be notified by e-mail that changes have been posted and
may be viewed at Escrow Processing. In the event that I have
previously requested removal from the Escrow Processing mailing
list, I agree to review this Agreement periodically to be aware
of such modifications and I agree that such modifications shall
be effective immediately upon posting of the modified Agreement.
Subject to the notice terms set forth in this paragraph, my
continued access or use of Escrow Processing after modification
of the Agreement shall be deemed a conclusive acceptance of
this Agreement as modified.
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D. AGREEMENT TERMINATION, TRANSACTION
EXPIRATIONS, NO REFUNDS
I understand that I may terminate this Agreement at any time
by giving written notice to Escrow Processing as set forth herein,
unless stated otherwise in a separate license agreement signed
by Escrow Processing, Inc. All terminations shall be effective
as of the last day of the month in which notice is given. Upon
termination of this Agreement no pro-rata refunds or refunds
of any kind will be given. All payments made to Escrow Processing
LLC or its affiliates or assigns, for any reason or service,
prior to termination shall be nonrefundable
I agree that in the event of my non-payment as required herein
or by any separate agreement, upon my breach of a material term
or condition of this Agreement or any other written agreement
between myself or my company and Escrow Processing LLC, or upon
my misuse of the Services in contravention of their intended
use in the sole discretion of the Company, or as otherwise stated
in paragraphs 1 to 3 below, then Escrow Processing shall be
entitled to immediately terminate this Agreement. Upon such
termination, the Company shall have the absolute right to immediately
terminate my and my invitees access to all Services, and deny
me access to any transactions, data, documents, or information
stored with or placed on Escrow Processing, whether or not purchased
by me or my company. Escrow Processing Systems, Inc., its officers,
directors, affiliates, assigns, and employees, shall have no
liability whatsoever in connection with any termination hereunder.
Before we terminate your use of the Services, your access to
any active transactions which you may have already started,
or permanently retire any of your transactions pursuant to paragraphs
1-3 below, we will give you notice as follows: a) if you or
your invitees have not accessed or Logged In to any of the Escrow
Processing Services for a period of at least 60 calendar days,
no notice will be given, b) if you or your invitees have accessed
and used the Escrow Processing Services within the previous
60 days, we will give 14 days notice by e-mail to the e-mail
address you used when registering with Escrow Processing.
Please note the following important transaction expiration
and termination provisions as they may apply to the type of
usage, plan, or level of service you may choose to select and
purchase.
1. In the event that you purchase transactions for a set price
per transaction (as may be available by using a credit card
at Escrow Processing) without entering into any separate license
agreement with the Company, then any unused or unstarted transactions
purchased will automatically expire, terminate, and cease to
be usable or accessible by anyone one year from the date of
purchase. Any transactions which have been started and contain
any data will cease to be usable or accessible one year after
the date on which the transaction was started. In either event,
if the user retires a transaction, it will also no longer be
usable or accessible. Upon expiration and termination of transactions,
other than as a result of being retired, no compact disk will
be made or sent, and no notifications are required to be given.
When transactions are retired, compact disks may be purchased
at additional cost.
2. In the event that you purchase a usage plan, product, or
level of service from Escrow Processing, Inc. in which you are
allowed a fixed maximum number of active transactions at any
one time, and where payment for the Services is charged to a
credit card on a fixed term basis, then all active and unstarted
transactions will immediately expire and terminate, and your
User Name and Password access to your transactions (and the
access of any of your invitees) will automatically cease at
such time as you notify us of your intent to cancel your account
and cease payment, or you otherwise do not make payment within
15 days of payment being due, or your credit card charge is
declined for any reason, upon initial sign up for membership
or any future renewal term. You agree to allow the Company to
automatically renew your membership for additional annual terms
(on the same terms and conditions as your original subscription)
and charge your credit card upon the expiration of any agreed
upon term.
3. In the event transactions are made available subject to
a separate license agreement with the Company, then all active
and unstarted transactions will immediately expire and terminate,
and your User Name and Password access to your transactions
(and the access of all of your invitees) will automatically
cease, at such time as the end of the term of that separate
agreement is reached and you have chosen (whether by notification
to us, or by non-payment of any sum as may be required by the
separate agreement or Escrow Processing) not to continue your
use of the Services under that separate license agreement.
4. Note that retired transactions are, by definition, removed
from Escrow Processing. The act of retiring a transaction is
undertaken by you during your normal use of the Services, and
is not required by Escrow Processing. When transactions are
retired, you will often be given the opportunity (included in
some products and usage plans) to purchase a compact disk with
your data and documents for the retired transaction. If you
do not purchase the compact disk, you will forever lose access
to any information contained in the retired transaction. If
you do purchase the compact disk, much of the important data
and documents from the retired transaction will be transferred
to a compact disk and sent to you in the mail at the address
your used when registering with Escrow Processing. This process
may take a number of weeks.
In the event that you receive a defective Compact Disk from
us, you may return it to us within 30 days by certified mail
to the address listed in this Agreement below. We will provide
either a refund or replacement within 30 days, in our sole discretion.
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E. LIMITATION OF OUR LIABILITY
Escrow Processing LLC shall not be responsible or liable for
the unavailability of the Services due to power failures, software
bugs, viruses, Internet problems, maintenance or malfunction
of computer equipment, disasters, acts of God, or for any causes
beyond its control. I agree that Escrow Processing Systems,
Inc. shall not be liable in any way for the documents or information
posted by any person or entity on Escrow Processing or disseminated
in reports in any form, including printed reports, downloaded
information , Compact Disks, or disseminated in any links or
hyper-links to Escrow Processing. Nor shall Escrow Processing
LLC in any way be liable for the content, accuracy or authenticity
of any of the information set forth above. I understand that
any views or opinions expressed by any person accessing this
Service are the views or opinions of those third parties, and
are not the views or opinions of Escrow Processing.
Although Escrow Processing provides passwords and various other
measures to protect its users and their data and documents,
I agree that Escrow Processing, Inc. shall in no way be liable
for the misuse of the information posted or disseminated in
any form by report or otherwise on or from Escrow Processing
or the Services, nor shall it be liable for the misuse or misappropriation
of designated passwords or allowance of illegal access to Escrow
Processing or to reports generated from the use thereof. I agree
that I will not abuse Escrow Processing or the Services by engaging
in activities such as guessing or using in an unauthorized manner
someone else’s User Name and Password combination, or otherwise
"hacking" into someone else’s Escrow Processing account
or by using Escrow Processing for criminal, illegal or immoral
purposes.
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F. I AM RESPONSIBLE FOR MY USER NAME
AND PASSWORD
My account will be protected by a User Name and Password. I
agree that I am solely responsible for retaining the confidentiality
of my User Name and Password. If, at any time, I believe the
security of my User Name and Password have been compromised,
I agree that I am responsible for changing my Password immediately.
I agree that I remain liable for any unauthorized use of the
Services until my Password is changed, a process available to
me under "Preferences" and then "User Info"
after I log in.
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G. I AM RESPONSIBLE FOR MY USE OF Escrow
Processing
By using Escrow Processing and the Services, I agree to indemnify,
hold harmless and defend Escrow Processing Systems, Inc. and
its employees, officers and directors, from any and all claims,
direct, incidental, special, consequential or exemplary damages,
losses, liabilities and all costs and expenses of defense, including
attorney’s fees, resulting directly or indirectly from the acts,
misuse or omissions set forth in the paragraphs herein, my negligence
in the use of Escrow Processing or the Services, the information
posted thereon, or reports generated therefrom in any media,
or in any way arising from my use of Escrow Processing and the
Services or the information obtained therefrom in violation
of this Agreement.
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H. NO WARRANTIES ARE GIVEN
I agree that Escrow Processing LLC does not make any express
or implied warranties, representations or endorsements whatsoever
(including without limitation warranties of title or noninfringement,
or the implied warranties of merchantability or fitness for
a particular purpose) with regard to Escrow Processing, or the
Services or any products provided through or listed on Escrow
Processing. Escrow Processing LLC does not warrant that (1)
the information viewed at or reported on Escrow Processing,
or in its Compact Disks, is correct, accurate or reliable, nor
is it intended to replace original documents or be admissible
in any court of law or tribunal; (2) the Services will be uninterrupted
or error-free; or (3) defects will be corrected, or (4) that
the Services or the server(s) that make them available are or
will be free from viruses or other harmful components.
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I. INTELLECTUAL PROPERTY AND NON-COMPETE
AGREEMENT
I agree that Escrow Processing and the Services and all the
software and information they now contain, or may contain in
the future, including but not limited to reports, directories,
glossaries, trademarks, tradenames, service marks, logos, computer
code, software, copyrighted, trademarked, and/or patented material
(Collectively "content"), is the property of Escrow Processing
LLC and is protected from unauthorized copying and dissemination
by U.S. copyright law, patent law, trademark law, international
conventions, and other intellectual property law. Certain of
the trademarks and logos displayed on Escrow Processing or within
the Services may be owned by third parties. Nothing contained
on Escrow Processing shall be construed as granting, by implication,
estoppel or otherwise, a license or right to use the Services
or any content displayed on Escrow Processing, without the prior
written permission of the Company or such third party that may
own trademark or copyrighted material displayed on Escrow Processing.
Information may be obtained from Escrow Processing solely as
expressly authorized. Any other copying, redistribution, retransmission,
or publication of the information contained in Escrow Processing
or the Services is strictly prohibited without the express written
consent of Escrow Processing.
Unless otherwise agreed in writing with Escrow Processing Systems,
Inc., I agree that for two years after first entering into this
Agreement, I will not, for myself or on behalf of any other
person, company or entity, sell or provide Internet based closing
and/or settlement software tools to third parties in the United
States. I will also not adapt and use for personal benefit,
or the benefit of others, the business models, technology, concepts,
or processes described and used on Escrow Processing or within
the Services. I also agree that I will not knowingly employ
any employee of the Company, or solicit or encourage any employee
of the Company to leave his/her employment.
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J. SEVERABILITY AND APPLICABLE LAW
Any provision of this Agreement that is prohibited by law,
or is unlawful or unenforceable under applicable law, shall
be ineffective only to the extent of such prohibition, without
invalidating the remaining provisions of this Agreement. Where
the terms of this Agreement are inconsistent with applicable
law, and where applicable law controls, this Agreement shall
be deemed to be amended to comply with applicable law. This
Agreement shall be construed in accordance with the laws of
the State of California and I agree that use of Escrow Processing
or the Services creates a contract thereunder that shall be
construed in all respects in accordance with the laws of the
State of California. In the event that either party institutes
suit to enforce the terms of this Agreement, the prevailing
party shall be entitled to its costs, reasonable expenses and
reasonable attorney’s fees incurred. I agree that I may not
assign or transfer my rights to access or use the Escrow Processing
Services without the express written consent of the Company.
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K. THIS IS OUR ENTIRE AGREEMENT
Unless there are other agreements in writing signed by Escrow
Processing LLC, this is the entire agreement between the parties.
In the event that there is a separate license or written agreement
between you and the Company, then this Agreement shall be effective
in addition to that separate agreement, except that in the event
of any discrepancy, the separate written agreement shall prevail
only as to such provisions which are in direct conflict with
this agreement. No such discrepancy will invalidate the enforceability
of any other term of this Agreement. This Agreement shall not
be modified except in writing signed by the both parties or
by a new posting at Escrow Processing by the Company as described
above.
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L. SAVE YOUR ORIGINAL DOCUMENTS
Users of the Services are advised and encouraged to retain
all original documents and data in connection with any transaction
posted on Escrow Processing. Users are also encouraged to print
copies of any important reports, information, or documents reported
for you by Escrow Processing, and to keep these for your permanent
records.
Most of the real estate transaction data, information, documents,
communications, and reports from each Escrow Processing transaction
may, with appropriate payment, and within appropriate time frames
as may be specified at Escrow Processing, be saved to a Compact
Disk or other electronic media (variously termed "Archive",
"Legal Record", "Transaction Archive", "Transaction Record",
or similar title) and mailed by us to you. While we feel that
this Transaction Record provides a useful and important record
of your transaction, we in no way suggest that this Transaction
Record should serve as a substitute for keeping paper copies
of your original documents. We also in no way warrant that you
will be able to use or rely on this transaction record to bring,
settle or defend any particular legal or governmental action
or dispute.
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M. HOW TO GIVE NOTICE
Unless stated specifically above, all notices required under
this Agreement shall be given in writing, by certified mail
to Escrow Processing, LLC, 1234 Howard Street, San Franiscico,
CA 94103, and to me at the e-mail and mail addresses listed
upon my registration to Escrow Processing.
No failure of Escrow Processing to insist upon strict performance
of the terms or conditions of this Agreement or as otherwise
set forth in Escrow Processing or as required by Escrow Processing
Systems, Inc. ("Terms and Conditions") and no failure
of the Company to exercise any right or remedy available upon
any breach of said Terms or Conditions shall constitute a waiver
of any such breach or of any of such Terms or Conditions.
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