Erecording

1. SCOPE OF SERVICES a. Scope TITLEHOST.COM grants Submitter a non-exclusive "Recording Solutions ". b. Restrictions on Use or Access. The foregoing rights to use various components of the Recording Solutions are subject to the following restrictions, i) Submitter shall not provide false or inaccurate names or information, use or access the Recording Solutions for any unlawful purposes, or any purposes other than as specifically permitted under this Agreement and (ii) Submitter shall not resell TITLEHOST.COM's services to third-parties. TITLEHOST.COM may exercise its right to terminate this Agreement under Section (a) for any violation(s) of this subparagraph, and restricting any further job request. 2. OWNERSHIP RIGHTS a. Intellectual Property. Submitter agrees that all title and ownership rights to the Recording Solutions including, without limitation, any changes, modifications, or upgrades and enhancements, in design, functionality or otherwise and any and all copyrights, marks, trade secret, patent rights, or other intellectual property or proprietary information therein or related to, shall reside with TITLEHOST.COM or land record management software providers, as the case may be. Submitter agrees that TITLEHOST.COM is the sole and exclusive owner of the Recording Solutions, the network relationships with government recording offices including without limitation counties, parishes, townships, municipalities/cities, registers, states and similar offices ( "Government Recording Office "), TITLEHOST.COM's Internet sites and/or any successor products, systems, networks or sites, and any TITLEHOST.COM trademarks which shall not be used without TITLEHOST.COM's written consent. Nothing in this Agreement shall be interpreted to require TITLEHOST.COM to develop or release any upgrades or enhancements to Recording Solutions. b. Data. Subject to Section 5 (Confidentiality) of this Agreement, TITLEHOST.COM may use, access, reproduce and retain all data for auditing, billing, diagnosis and correction of incidents, or for security and system enhancements. 3. OBLIGATIONS OF SUBMITTER a. Submitter Service and Recording Fees. Submitter agrees to pay all service fees and expenses (if applicable) ( "Service Fees ") as set forth in Exhibit A, which may be modified by TITLEHOST.COM upon commercially reasonable notice to Submitter. TITLEHOST.COM shall have the right to increase Services Fees at any time. Submitter further agrees to pay all recording fees, access fees and any related taxes imposed by a Government Recording Office (including any price increases thereto) ( "Recording Fees ") and acknowledges that TITLEHOST.COM's sole responsibility is to transfer such Recording Fees from Submitter (through the Pay system) to the Government Recording Office. Submitter agrees to execute any applicable Memorandums of Understanding (MOUs) as required by Government Recording Office in order to use Recording Solutions in such jurisdiction(s). b. Protection from Unauthorized Uses. In order to ensure compliance with the terms and conditions of this Agreement, Submitter shall take reasonable security measures, including without limitation: safeguarding computer equipment, passwords, logins and other sensitive information so as to prevent the unauthorized use or access to the Recording Solutions. Submitter shall immediately inform TITLEHOST.COM of any of the following security breaches, including without limitation, the theft of Submitter's equipment or information, unauthorized access to the Recording Solutions, or an illegal or improper use of the Recording Solutions. c. Privacy of Data. Submitter agrees to refrain from placing any personally identifiable information on a document except to the extent required by a Government Recording Office to complete a particular transaction. d. Acceptance of Electronic Transactions. Except for jurisdictions where paper copy recordings are requested or required, Submitter agrees that TITLEHOST.COM may conduct Recording Solutions transactions in an electronic format, including without limitation electronic records, electronic signatures, and electronic notarizations. Submitter further agrees to conduct all Recording Solutions transactions by electronic means, including the acceptance of electronic records and transactions and the application of electronic signatures. Failure to comply with Government Recording Office requirements may result in the inability to file documents and records at such Government Recording Office. i. Submitter agrees that electronic documents or attachments shall be considered an "original " record of the transaction in substitution for, and with the same intended effect as, paper documents and, in the case that such documents bear a digital, digitized, or electronic signature, as paper documents bearing handwritten signatures. ii. By using electronic digitized signatures or digital certificates to sign documents, Submitter intends to be bound by those electronic signatures affixed to any documents, and such electronic signature shall have the same legal effect as if that signature was manually affixed to a paper version of the document. Page 2 of 6 8/6/2015 iii. Submitter attests to the accuracy, authenticity, and completeness of the records, including signatures and notary seals, and acknowledges responsibility for the content of the documents regardless of how submitted to TITLEHOST.COM and/or the Government Recording Office. In the event of a dispute or legal action concerning a transaction, Submitter agrees to hold the Government Recording Office and TITLEHOST.COM harmless, and such Government Recording Office and TITLEHOST.COM shall not to be liable for any damages to Submitter. iv. Submitter shall record only original documents bearing original signatures and acknowledgements. v. Submitter shall be responsible for tracking in the Recording Solutions that documents transmitted were in fact recorded. vi. All documents and data submitted by Submitter shall comply with the current county, state, and federal laws and standards for the recording jurisdiction where submitted including requirements for indexing purposes. 4. IMPLEMENTATION AND CUSTOMER SUPPORT a. Support, Training, and Implementation Services. TITLEHOST.COM will provide customer and technical support for the Recording Solutions to Submitter, including online training support. Submitter may request and TITLEHOST.COM may provide, in its sole discretion, additional training, support, implementation, and integration services on terms and conditions as the parties may mutually agree. Except as expressly set forth in this section, TITLEHOST.COM is not obligated to provide consulting or any other services. b. Use of any Other Services. TITLEHOST.COM makes no representations or warranties regarding (i) the availability of any interface between the Recording Solutions and other services or systems, hardware or software, and (ii) the availability of access to or by any specific provider of other services, systems, hardware or software. Submitter acknowledges and agrees that (i) TITLEHOST.COM will not be responsible for any losses that may result from Submitter's use of any other services, systems, hardware or software, despite the fact that the same may interface with the Recording Solutions. 5. CONFIDENTIALITY Protection of Confidential Information. "Confidential Information " means the terms of this Agreement (including its Exhibits and Schedules) and all confidential and proprietary information of TITLEHOST.COM or Submitter, including without limitation all business plans, product plans, financial information, personally identifiable information, software, designs, formulas, methods, know how, processes, and materials provided to the receiving party in the course of engaging and performing Services under this Agreement, and technical, business and financial data of any nature whatsoever (including, without limitation, any marketing, pricing and other information regarding the Services), provided that such information is marked or designated in writing as "confidential, " "proprietary, " or any other similar term or designation, or information that a reasonable person would deem confidential. Confidential Information does not include information that is (i) submitted by Submitter to Government Recording Office through the use of the Recording Solutions, (ii) rightfully in the receiving party's possession without obligation of confidentiality prior to receipt from the disclosing party; (iii) a matter of public knowledge through no fault of the receiving party; (iv) rightfully furnished to the receiving party by a third party without restriction on disclosure or use; or (v) independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. Each party shall (i) use Confidential Information of the other party only for the purposes of performing obligations in connection with this Agreement, and (ii) use at least the same degree of care it uses to protect its own Confidential Information of a similar nature from disclosure to any third parties, but no less than reasonable care. Each party's obligation shall remain in effect during the term of this Agreement and for a period of three (3) years thereafter, provided, however, that Confidential Information that constitutes, contains or reveals, in whole or in part, TITLEHOST.COM's proprietary rights described in section 2(a) shall not be disclosed by the receiving party at any time. Notwithstanding the foregoing, a receiving party may disclose Confidential Information pursuant to a valid order of a court or authorized government agency provided that the receiving party, unless prohibited by law or legal process, has given the disclosing party prompt notice so that the disclosing party will have an opportunity to defend, limit or protect against such disclosure.