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TERMS OF USE
Escrow Processing User Agreement

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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