USE OF SOFTWARE ORDERED FROM TRADITIONAL TITLE
SERVICES, INC. ("LICENSOR") IS PROVIDED ONLY UNDER LICENSE FROM LICENSOR AS
DESCRIBED IN THIS AGREEMENT. PLEASE
READ THE FOLLOWING AGREEMENT CAREFULLY AND INDICATE YOUR ACCEPTANCE OF THIS
AGREEMENT BY CLICKING THE ACCEPTANCE BOX BELOW.
BY CLICKING ON THIS BUTTON, YOU, FOR YOURSELF AND ON BEHALF OF THE
CLIENT, ACCEPT THE TERMS AND CONDITIONS SET FORTH HEREIN AND REPRESENT THAT YOU
HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON CLIENT'S BEHALF.
GRANT OF LICENSE. Subject to Licensee's compliance with
the terms and conditions set forth in this Agreement, Licensor grants to
Licensee and Licensee accepts, a nontransferable, nonexclusive, limited right
and license to Use (as hereinafter defined) the object code form of Licensor's
software that is known as ClosingLink and shall include all bug fixes, updates
and upgrades thereto furnished by Licensor to Licensee (the "Software"). The term "Use" means accessing the
server on which the Software resides via the Internet
for the purpose of (i) executing any
portion of the Software, or (ii) obtaining, preparing or downloading
information, data or reports created through the execution of any Software.
USE OF THE PRODUCT.
Restrictions on Use.
The license granted by Licensor to Licensee to use the Software is subject to
the following restrictions: (a) The Software may be used only by Licensee for
its internal business purposes and only for the direct benefit of Licensee; (b)
Licensee shall use the Software only in its original form, and shall not modify,
reverse compile, reverse engineer, disassemble, or translate the Software, nor
shall Licensee create any derivative works or otherwise use the Software except
as specifically permitted in this Agreement; and (c) Licensee shall not rent,
lease, sublicense, allow access to, or transfer the Software to any other party,
by operation of law or otherwise.
Further, the maximum permissible
number of Uses of the Software, at any moment in time, is limited to the number
of named users that are employees of Licensee and that have registered with
Licensor and received passwords and accounts from Licensor. Licensor may request a list of such
named users from time to time. Once
a user is no longer an employee of Licensee, such user's rights to use the
Software shall immediately cease and it is Licensee's responsibility to notify
Licensor that such employee is no longer employed by Licensee and to ensure that
former employee no longer utilizes or has access to the Software.
Security Devices. Upon
delivery of access to the Software, Licensor will provide to Licensee one or
more passwords for each named user of the Software, which devices will enable
the Software to be accessed by Licensee.
Licensee agrees not to employ any methods or devices to allow Use of the
Software by more than the number of named users licensed herein.
The Software is copyrighted material under the laws of the United States and
international treaty provisions.
Notwithstanding the copyright, the Software contains trade secrets and
confidential information of Licensor.
No other copies may be made of the Software or any part thereof.
Protection of Software.
The Software and all copies of them, regardless of the form or media in
which the original or copies may exist, are the sole and exclusive property of
Licensor. The Software, including the source and object codes, logic and
structure, constitutes valuable trade secrets of Licensor. Except as expressly permitted herein,
Licensee agrees not to disclose or otherwise make available any part of the
Software to any third party on any basis. Licensee agrees to secure and protect
the Software consistent with the maintenance of Licensor's rights in the
Software, as set forth in this Agreement.
By accepting the license set forth in this Agreement, Licensee does not
become the owner of the Software; Licensor retains all right, title and interest
in and to the Software.
Survival of Section.
This Section 2 shall survive any termination of this Agreement.
Internet Access. Licensee
shall be responsible for any communication link, internet access, and any
hardware and software at Licensee's offices, necessary for Licensee to access
the server on which the Software resides.
Licensee Account, Password And Security. Licensee will receive password
and account designations upon completing Licensor's registration process.
Licensee shall be responsible for maintaining the confidentiality of such
password and account designations, and fully responsible for all activities that
occur under Licensee's password and account designations. Licensee agrees to (a)
immediately notify Licensor of any unauthorized use of Licensee's password or
account designation or any other breach of security, and (b) ensure that
Licensee' employees exit from Licensee's account at the end of each session.
Licensor cannot and will not be liable for any loss or damage arising from
Licensee's failure to comply with this section.
Licensee grants to Licensor, and Licensor accepts, the
following nonexclusive and nontransferable right and limited license, to:
exhibit, publish, transmit, copy, prepare derivative works from, distribute,
perform, display, use and transmit via the Internet any Licensee Content in
connection with Licensee's Use of the Software.
Licensee shall provide such Licensee Content to Licensor in a form that
is mutually agreeable to the parties.
"Licensee Content" means any documents, materials, customer, client or
other information pertaining to a third party or a property that is being
purchased, sold, closed or financed by Licensee or Licensee's customers.
Licensee represents, warrants and covenants to Licensor that: (i) Licensee has
and will continue to have the power and authority to enter into and perform its
obligations under this Agreement; (ii) Licensee Content does not and shall not
contain any content, materials, link, advertising or services that actually or
potentially violate any applicable law or regulation or infringe or
misappropriate any proprietary, intellectual property, contract or tort right of
any person; (iii) Licensee owns or has and will continue to own or have the
legal right to use in the manner contemplated by this Agreement the Licensee
Content and all proprietary or intellectual property rights therein; and (iv)
Licensee shall comply with all applicable laws and regulations.
Licensee's expense, Licensee agrees to indemnify, defend and hold Licensor, and
its subsidiaries, affiliates, officers, agents and employees, harmless from any
claim or demand, including reasonable attorneys' fees, made by any third party
due to or arising out of Licensee's Use of the Software, any Licensee Content
that Licensee provides or utilizes with or through the Software, Licensee's
connection to the server, Licensee's violation of the terms of this Agreement,
Licensee's violation of any rights of another or Licensee's failure to comply or
violation of any applicable law or regulation.
TERM OF AGREEMENT.
Term and Termination.
This Agreement commences on the date Licensee accepts this Agreement and shall
remain in effect until terminated.
Licensee may terminate this Agreement:
(a) at any time without cause upon written notice to Licensor or (b)
thirty (30) days after written notice to Licensor in the event that Licensor
breaches any provision of this Agreement and has not cured such breach within
the thirty (30) day period. This
Agreement shall terminate (i) immediately upon notice from Licensor if Licensee
breaches any of the terms or conditions of Sections 2.1, 2.3 or 2.4 hereof, (ii)
upon the breach of any other provision of this Agreement upon thirty (30) days
prior written notice to Licensee from Licensor which specifies the breach,
provided that Licensee has not cured the breach within such thirty (30) day
period, or (iii) immediately upon the failure of Licensee to purchase title
search services from Licensor.
Actions to be Taken Upon Termination. Upon termination, Licensee shall
immediately discontinue use of and return all complete or partial copies of the
Software, in whatever form or media, and shall delete the Software from its
Effect of Termination.
Termination of this Agreement by Licensor for Licensee's breach shall not bar
Licensor from seeking any other remedy it may have available against Licensee
for breach of this Agreement.
DISCLAIMERS. THE USE OF
THE SOFTWARE AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS, WITH NO WARRANTIES
OF ANY KIND OR NATURE.
LICENSOR MAKES NO WARRANTY THAT (i) THE SOFTWARE, THE SERVICES OR ANY MATERIALS
OR INFORMATION PROVIDED HEREUNDER WILL MEET LICENSEE'S REQUIREMENTS, (ii) THE
USE OF THE SOFTWARE, THE SERVICES OR ANY MATERIALS OR INFORMATION PROVIDED
HEREUNDER WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE
RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE , THE SERVICES OR ANY
MATERIALS OR INFORMATION PROVIDED HEREUNDER WILL BE ACCURATE OR RELIABLE, OR
(iv) ANY ERRORS IN THE SOFTWARE, THE SERVICES OR ANY MATERIALS OR INFORMATION
PROVIDED HEREUNDER WILL BE CORRECTED. LICENSOR
DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT
TO THE SOFTWARE, SERVICES AND ANY MATERIALS OR INFORMATION PROVIDED HEREUNDER,
INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, AND
FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR
TRADE PRACTICE. LICENSOR DOES
NOT WARRANT THAT THE SOFTWARE OR SERVICES SHALL OPERATE WITH ANY HARDWARE OR
LIMITATION OF LIABILITY.
IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY LOSS OF OR DAMAGE TO
REVENUES, PROFITS OR GOODWILL OR OTHER SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM ITS PERFORMANCE OR FAILURE TO
PERFORM PURSUANT TO THE TERMS OF THIS AGREEMENT, OR RESULTING FROM THE
FURNISHING, PERFORMANCE, OR USE OR LOSS OF ANY SOFTWARE, SERVICES OR OTHER
MATERIALS DELIVERED TO LICENSEE HEREUNDER, INCLUDING WITHOUT LIMITATION ANY
INTERRUPTION OF BUSINESS, WHETHER RESULTING FROM BREACH OF CONTRACT OR BREACH OF
WARRANTY OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. Notwithstanding
anything herein to the contrary, the maximum aggregate amount of money damages
for which Licensor may be liable to Licensee under this Agreement, resulting
from any cause whatsoever, shall be limited to $1,000.
Licensor will provide reasonable telephone
consultation and assistance to Licensee to assist in addressing problems with
the operation of the Software during Licensor's standard business hours during the workweek. Licensee may also
submit questions or problems to Licensor
via electronic mail.
this Agreement nor any rights hereunder, in whole or in part, shall be
assignable or otherwise transferable by Licensee by operation of law or
otherwise, and any purported assignment or transfer shall be null and void.
Licensor and Licensee are contractors independent of one another and
neither party's employees, independent contractors or agents will be considered
employees of the other party for any purpose.
This Agreement does not create a joint venture or partnership, and
neither party has the authority to bind the other to any third party.
Severability. If any
term or provision of this Agreement shall be found to be illegal or
unenforceable, then, notwithstanding, it will be enforced to the maximum extent
permissible, and the legality and enforceability of the other provisions of this
Agreement will not be affected. IT
IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS
AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY OR LIMITED WARRANTY IS
INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION
AND TO BE ENFORCED AS SUCH.
Breach. No consent by
either party to, or waiver of, a breach of this Agreement by the other party,
whether express or implied, shall constitute a consent to, waiver of, or excuse
for any other different, continuing, or subsequent breach.
Audit Rights. Upon
reasonable prior notice, Licensor shall have the right to audit Licensee's use
of the Software to ensure Licensee's compliance with the terms and conditions of
Entire Agreement. This
Agreement constitute the entire agreement between the parties concerning the
Software and supersede all prior agreements, whether written or verbal, between
the parties. No purchase order,
other ordering document or any other document which purports to modify or
supplement this Agreement shall add to or vary the terms and conditions of this
Agreement unless executed by both Licensor and Licensee.
Governing Law. The
parties agree that this Agreement shall be governed and construed by the laws of
the State of Georgia.
Notices. Any notice and/or
documents required or permitted to be submitted by either party to the other
under this Agreement shall be in writing to the party's respective addresses set
forth on the first page of this Agreement, or to any other address as either
party may designate by giving a written notice to the others, and be deemed
effectively delivered: (a) if delivered personally, upon the date of delivery;
(b) if delivered by registered mail, within 5 business days from the dispatch
thereof; (c) if delivered by facsimile, one (1) business day after the dispatch
thereof and upon facsimile transmission confirmation; or (d) if delivered by an
overnight delivery service, one (1) business day after dispatch thereof.