Friday, November 24, 2017

Terms of Use

Welcome to the Secure Client Access portalon the website (the “Site”) of Nationwide Title Clearing, Inc. (“NTC”).  This document (including the related Privacy Statement) explains the terms that apply to the use of this Site, including the order tracking service known as TrackingLINK, the order entry and exception clearing service known as ReleaseLINK, and the login creation, maintenance and control service known as the User Administration Console and such other web-based services as may from time to time be added (collectively, the “Services”).In its access to the Site or the use of any of the Services,the Client agrees to be bound by the terms set forth below.

For those clients whoare given access to this Site (the “Clients”), this document is an agreement by each Client with NTC and an acknowledgment of these Terms of Use, including NTC’s Privacy Statement, as such documents may be amended from time to time by NTC without notice.  Anyone who does not agree with these Terms of Use is not permitted to access or otherwise use this Site or any of its Services.  Each time a Client accesses or uses the Site, it reaffirms the Client’s acceptance of the then-current Terms of Use. 

1.                  License.NTC hereby agrees to grant to Client a limited license (the “License”) to enable Client to access and use theServices on the Sitesolely for Client’s individual purposes. The License is not exclusive to Client, and similar licenses may be granted to others at NTC’s discretion.  The License is also not transferable by Client, but is only for Client’s individual use. All information contained on or accessible through the Site (the “Licensed Materials”) and its use by Client is subject to these Terms of Use.

 

1.1        The content of the Site and the functionality of each of the Servicesare licensedsolely for the use of the Client, and Client’s License does not give Client the right to sell or otherwise transfer any portion of the Site or the use of any of the Services to any other person or entity.  NTC’s grant of theLicense depends on the Client’s acceptance of these Terms of Use, which require that it will not offer or provide products containing any Licensed Materials or information derived therefrom to others, either for sale or otherwise. 

 

1.2        No portion of the Site or any of the Services may be reproduced, duplicated or copied without the express written consent of NTC.  No Client or other user may reverse engineer or decompile any of the software or algorithms available on the Site.  TheLicense does not include the right to grant access to any third party.

2.         No Attorney-Client Relationship.  Neither the Site nor any data accessible through the Site and the Services constitute or contain legal advice, nor are they intended to constitute or contain legal advice. NTC is not engaged in the practice of law or in providing legal services. Use of the Site may require the application of professional expertise and judgment, for which Client should consult an attorney licensed to practice in the appropriate jurisdiction.

3.         Additional Limitations.Client hereby acknowledges that NTC is not a consumer-reporting agency and does not undertake to assemble or evaluate, nor to make any selections, ratings or other judgments regarding any information provided through the Site.  Client acknowledges that it will not use or permit the use of the Site or any information contained inor accessed through the Site for purposes of granting or refusing credit to consumers, consumer credit monitoring or account review, consumer insurance underwriting, employment screening or any other purpose covered by the Fair Credit Reporting Act, 15 U.S.C. Sec. 1681, et seq., and similar state statutes.

4.         Responsibility for Instructions. NTC will prepare documents ordered by Client solely according to instructions provided by Client. NTC will not be responsible for any errors in Client’s instructions.

5.         Turnaround Times.Due to the nature of the document preparation process, NTC cannot guarantee exact turnaround times for documentpreparation. The exact turnaround time experiencedby Client may vary depending on Client’s geographic location, the type of document(s)requested and the complexity of any related transactions or records. NTC will process orders as “rush” orders if requested by Client.

6.         Ownership.Client acknowledges that Client obtains only License rights under this Agreement, as described above. No title to or ownership of any Site or Service, or any patent, copyright, trademark, service mark, trade secret or other intellectual property right (collectively, “NTC’s Proprietary Rights”) associated therewith, is transferred to Client under this Agreement.

7.         Protection of NTC’s Proprietary Rights. Client will not infringe or violate, and will take appropriate steps and precautions for the protection of, NTC’s Proprietary Rights. Client will immediately notify NTC of any unauthorized use that comes to Client’s attention and cooperate with NTC to investigate and prevent the same. In the event of any unauthorized use relating to Client’s activities, Client will immediately take all steps reasonably necessary to terminate such unauthorized use.

8.         Privacy and Data Collection.  Client agrees to comply with the Privacy Statement published on the Site, as the same may be amended from time to time by NTC without notice.  Client shall also comply with all applicable privacy and information security laws including, but not limited to, security breach notification laws.  Browser cookies, including third-party cookies, may be required to access the Site.  As a result of using the Site, NTC may collect usage data from Client in accordance with the Privacy Statement and may use such data for internal purposes and for incorporation into NTC’s products and services.

9.         Assumption of Risk; Responsibility to Verify.Client acknowledges that NTC does not verify the completeness, propriety, timeliness or accuracy of any information or third party content contained in a document ordered through the Site. NTC does not control the contents of any document and will not be responsible for any claimed loss of privilege or other claimed injury due to disclosure of sealed, confidential or privileged information. IT IS CLIENT’S RESPONSIBILITY TO VERIFY THE INFORMATION AND THIRD PARTY CONTENT IN ANY DOCUMENT WITH THE OFFICIAL INFORMATION REPOSING AT THE COURT OF RECORD OR OTHER DATA SOURCE.

10.       LIMITATION OF WARRANTY. THE LICENSE, INFORMATION AND ALL SOFTWARE, SERVICES AND OTHER ITEMS PROVIDED THEREIN ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NTC, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OWNERS, SUPPLIERS AND THE PROVIDERS OF THIRD PARTY CONTENT, HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ERROR, DEFECT, DEFICIENCY, INFRINGEMENT OR NONCOMPLIANCE IN THE SITE, ANY DOCUMENTS, INFORMATION OR ANY SOFTWARE, SERVICES OR OTHER ITEMS PROVIDED BY, THROUGH OR ON BEHALF OF NTC UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NO INFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE).TO THE EXTENT THAT THE APPLICABLE JURISDICTION DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, NTC’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW IN SUCH JURISDICTION.

11.       Client’s Warranty and Representation.In addition to any warranties set forth elsewhere in this Agreement, Client warrantsand represents to NTC that the performance of Client’s obligations and Client’s and Client’sauthorized users' access to and use of the Site and the Services will not violate any third party rights or any applicable laws, rules or regulations.

12.       Termination.NTC may restrict, suspend or terminate the access of any Client to the Site and the Services at any time, including without limitation:  (a) immediately upon notice to Client in the event Client should use the Licensed Materials or any portion thereof in any way other than as expressly permitted by these Terms of Use; or (b) immediately upon notice to Client in the event that Client shall breach these Terms of Use.

13.       Updates and Revisions.  NTC reserves the right at any time to modify or discontinue, temporarily or permanently, the Site or any portion thereof, and any Service provided thereon, with or without notice to Client.  Client agrees that NTC shall not be liable to Client or to any third party for any modification, suspension or discontinuance of the Site or any such Service.  In addition, NTC may update and revise these Terms of Use and the Privacy Statement at any time, and from time to time, with or without notice to Client.  Client agrees to be bound by any such updates, modifications and revisions.  Updates and revisions will be incorporated from time to time into these Terms of Use, and Client is responsible and agrees to review these Terms of Use prior to the placement of any order to ensure compliance in the event Client continues to use the Site or the Services after such updates.

14.       Indemnification.Except as may otherwise be provided in a written agreement between Client and NTC, Client will defend, indemnify and hold harmless NTC and its directors, officers, employees, owners and agents from and against any and all claims, costs, losses, damages, judgments and expenses (including reasonable attorneys' fees) arising out of or in connection with (a) any claim alleging any breach of any of the foregoing warranties or any other provision of this Agreement; (b) any damage arising from causes beyond the control or without the fault or negligence of NTC; and (c) any use by Client or Client’s authorized users, customers or clients of the information, third party content or any other software, services or other items provided under this Agreement.

15.       Force Majeure. Neither party will be liable for, or be considered to be in breach of or in default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond such party's reasonable control (including, without limitation, any act or failure to act by the other party). This paragraph will not apply to any payment obligation of either party.

16.       No Consequential Damages.NEITHER NTC NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OWNERS, SUPPLIERS AND THE PROVIDERS OF THIRD PARTY CONTENT WILL BE LIABLE TO CLIENT OR ANY OF CLIENT’S AUTHORIZED USERS, CUSTOMERS OR CLIENTS FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE, DATA, BUSINESS OR USE) EVEN IF NTC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM OR RELATED TO ANY PROVISION OF THIS AGREEMENT, THE LICENSE, THE SITE, ANY DOCUMENTS, INFORMATION OR ANY SOFTWARE, SERVICES OR OTHER ITEMS PROVIDED IN CONNECTION THEREWITH, OR THE FAILURE OF NTC TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE BY NTC.

17.       Limitation of Liability. IN NO EVENT WILL THE AGGREGATE LIABILITY OF NTC WITH REGARD TO THE LICENSE, INFORMATION AND ANY OTHER ITEMS OR SERVICES PROVIDED OR FAILED TO BE PROVIDED UNDER THIS AGREEMENT EXCEED THE COMPENSATION PAID BY CLIENT TO NTC UNDER THIS AGREEMENT, IF ANY, DURING THE THREE (3) MONTHS PRECEDING THE ACCRUAL OF SUCH CLAIM. CLIENT’S RIGHT TO MONETARY DAMAGES UP TO THAT AMOUNT WILL BE IN LIEU OF ALL OTHER REMEDIES THAT CLIENT OR CLIENT’S AUTHORIZED USERS MAY HAVE AGAINST ANY COVERED PARTY. THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS UNDER THIS AGREEMENT SHALL BE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT.  THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT ENLARGE THE LIMIT. 

18.       Applicable Law; Jurisdiction and Venue. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Florida, U.S.A., without reference to its choice of law principles to the contrary. The 1980 UN Convention on Contracts for the International Sale of Goods or its successor will not apply to this Agreement. Client hereby consents to the jurisdiction and venue of the state and federal courts located in Pinellas County, State of Florida, U.S.A., with respect to any claim arising under or by reason of this Agreement. Client will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement except in such courts.

19.       Miscellaneous.

19.1     The provisions of these Terms of Use addressing representations and warranties, limitation of liability, indemnity obligations, intellectual property and governing law shall survive the termination of these Terms of Use.

19.2     These Terms of Use constitute the entire agreement between NTC and Client regarding the subject matter of these Terms of Use, and supersede all previous written or oral agreements with regard thereto. 

19.3     Client expressly agrees that the exclusive jurisdiction for any claim or dispute under the Terms of Use and Client’s use of the Site and all Services resides in the courts located in Pinellas County, in the State of Florida, and Client further expressly agrees to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or action.

19.4     No waiver by either party of any breach or default hereunder shall be deemed to be a waiver or any preceding or subsequent breach or default.

19.5     If any one or more of the terms or provisions of these Terms of Use is deemed unlawful, void or for any reason unenforceable by any court in any jurisdiction, then any such term(s) or provision(s) shall be deemed severable from the remaining terms or provisions in such jurisdiction and will not affect the validity and enforceability of such remaining terms or provisions.