1. License Restrictions.Customer represents and warrants to ParcelDocs that it shall comply, and ensure that its End Users comply, with the following:
(a) Unless expressly authorized in the Permitted Applications, Customer shall not:
(i) share the Services with any End User, parent, subsidiary, affiliate or other third party, including any third parties involved in any joint venture or joint marketing arrangements with Customer;
(ii) disclose, use, disseminate, reproduce or publish any portion of the Services in any manner or permit the same;
(iii) process or combine any portion of the Services or permit any portion of the Services to be processed or combined with other data or software from any other source;
(iv) allow access to the Services through any terminals located outside of Customer's operations or facilities;
(v) use the Services to create, enhance or structure any database for resale or distribution;
(vi) redistribute the Services or Customer's products over the Internet; or
(vi) use the Services to create derivative products.
(b) Customer shall not use the Services:
(i) as a factor in establishing an individual's eligibility for credit, insurance or employment;
(ii) in connection with a determination of an individual's eligibility for a license or other benefit granted by a governmental authority;
(iii) in connection with underwriting individual insurance; or
(iv) in a way that would cause the Services to constitute a "consumer report" under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. or similar statute, or by any other authority having jurisdiction over the Parties.
(c) Customer shall not disassemble, decompile, manipulate or reverse engineer ParcelDocs' Confidential Information or any portion of the Services. Customer shall take all necessary steps to prevent unauthorized use or disclosure or disassembly, decompiling, manipulation or reverse engineering of ParcelDocs' Confidential Information or any portion of the Services.
2.Delivery of Data and Format.Customer acknowledges that the availability of data elements in the Services varies substantially from area-to-area, and circumstances may exist or arise which prevent ParcelDocs from providing such data or achieving complete representation of all data elements in the Services.Notwithstanding anything to the contrary, ParcelDocs may limit or discontinue the provision of the Services for geographic locations where:
(i) ParcelDocs is restricted by rules, regulations, laws or governmental entities;
(ii) ParcelDocs has discontinued the collection of data; or
(iii) ParcelDocs is prohibited by third party providers. Customer acknowledges and accepts ParcelDocs' use of offshore or onshore subcontractors to provide the Services. ParcelDocs may discontinue, upgrade or change the production, support, delivery and maintenance of any Services if ParcelDocs develops an upgraded version or otherwise can no longer provide such Services.
3. Customer Indemnification.Except as otherwise stated, Customer shall indemnify and hold ParcelDocs and its affiliates and their respective officers, directors and employees harmless from and against all third party claims, losses, liabilities, costs and expenses arising out of or related to, directly or indirectly, the use of the Services by the Customer or its End Users, or attributable to Customer's breach of this Agreement or the incorrectness of any representations or warranties made by Customer under this Agreement. ParcelDocs shall control the defense and any settlement of such claim, and Customer shall cooperate with ParcelDocs in defending against such claim. When threatened with any action or other proceeding or following initiation of an action or other proceeding by a third party, ParcelDocs may seek written assurances from Customer concerning its promise to indemnify and defend ParcelDocs hereunder. Failure to promptly provide the requested written assurances is a material breach of this Agreement.
3.1 Disclaimer.THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHEREXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY ORFITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES BASED ON COURSE OF DEALING OR USAGE INTRADE.PARCELDOCS DISCLAIMS ANY AND ALL LIABILITY TO ANY PERSON OR ENTITY FOR THE PROPER PERFORMANCE OF SERVICES NECESSARY TO THE CONDUCT OF A REAL ESTATE CLOSING.PARCELDOCS DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE COMPLETE OR FREE FROM ERROR OR WILL BE AVAILABLE 24 HOURS PER DAY, SEVEN DAYS PER WEEK, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE SERVICES, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE.PARCELDOCS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETY OF THE USE OF THE SERVICES IN ANY GEOGRAPHIC AREA. THE SERVICES PROVIDED ARE NOT INSURED, AND CUSTOMER SHALL NOT CONSTRUE THE SERVICES AS A REPRESENTATION BY PARCELDOCS AS TO THE CONDITION OF TITLE TO REAL PROPERTY.CUSTOMER SHALL NOT CONSTRUE THE SERVICES AS AN ABSTRACT, LEGAL OPINION, OPINION OF TITLE, TITLE INSURANCE COMMITMENT OR PRELIMINARY REPORT, OR ANY FORM OF TITLE INSURANCE OR GUARANTY. CUSTOMER ACKNOWLEDGES THAT THE SERVICES MAY NOT INCLUDE ALL RECORDED CONVEYANCES, INSTRUMENTS OR DOCUMENTS, WHICH IMPART CONSTRUCTIVE NOTICE WITH RESPECT TO ANY CHAIN OF TITLE DESCRIBED IN THE SERVICES.
3.2 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, PARCELDOCS' TOTAL LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY UNDER OR RELATED TO THIS AGREEMENT IS LIMITED TO DIRECT MONEY DAMAGES NOT EXCEEDING THE GREATER OF THE AMOUNT PAID BY CUSTOMER TO PARCELDOCS DURING THE THREE MONTHS PRECEDING THE CLAIM OR $1,000. THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS UNDER THIS AGREEMENT ARE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT.THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THE LIMIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, PARCELDOCS SHALL HAVE NO LIABILITY UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT FOR ANY LOSS OF PROFIT OR REVENUE OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF PARCELDOCS IS AWARE OF THE POSSIBILITY OF SUCH LOSSOR DAMAGES.
4. Payment for Service:ParcelDocs shall charge Customer a monthly subscription fee of $9.95 per user license OR a fee of $.50 per search. Additionally, each document ordered will be charged at the rate of $9.95 each. Each user license allows a different user to access the service at one time. A single user license allows one user to access the system at a time. A three-user license allows up to three users to be signed on to the system at a time, etc. For Monthly Users, the monthly subscription fee will be automatically deducted from the Customer's account on the first of every month. If there is not enough money in the Customer's account to cover the cost of the monthly subscription, ParcelDocs will attempt to send one email to the Customer notifying the Customer of the need to make a deposit. If the Customer does not deposit enough money to pay the monthly fee, they can pay by search with the money remaining in their account until there is a zero balance, at which time the Customer will be prompted to make a deposit of at least $9.95. For Pay Per Search Customers, any time that the balance gets to zero, the Customer will be prompted to deposit at least $5.00 into their account. The monthly subscription fee may change from time to time; ParcelDocs reserves the right to change its fees and prices in the pricing schedule at any time without prior notice. ParcelDocs does not offer credits or re-runs. Documents ordered will be stored in the Customer's My Documents for future reference in addition to being delivered via PDF to the Customer's computer. However, ParcelDocs makes no warranty or guarantee on the storage of the documents or the length of time the documents will be stored.
5. Cancellation of Service:ParcelDocs reserves the right to cancel Customer's account at any time, with or without due cause, at the sole discretion of ParcelDocs. Customer may cancel service at the conclusion of any monthly billing cycle by disabling payment authorization for the upcoming month in the Customer's account or by notifying ParcelDocs, in writing, not to renew. Accounts canceled mid-month will not be due a refund for the unused portion of the month. Any funds remaining in the Customer's account will be left in the Customer's account or, should the Customer wish to completely close their account, forfeited to ParcelDocs.
6. Reactivation of Closed Account:ParcelDocs shall have the sole right to approve or reject all requests for reactivation of closed accounts. Customer shall be required to provide updated information.
7. Term of Agreement:This agreement shall be in full effect from the date of execution by Customer throughout the period of time that ParcelDocs provides service to the Customer. In the event of termination or cancellation of service, Customer still agrees to abide by the terms of this agreement relating to any and all claims, indemnification, hold harmless agreements, warranties, and use of data obtained under the license.
8. Amendments:ParcelDocs shall, from time to time, make amendments to this Service Agreement. Such changes shall be reflected in the online form of this agreement that is at the sign-in gateway prior to entering the subscriber-area of the website. Customer shall indicate its acceptance of the amended Service Agreement by clicking an acceptance button to enter the site and use the service.
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