SettlementRoom Systems, Inc. (which by reference includes affiliates with substantial common ownership (together the "Company") provides all content and software (the "Service" or "Services") available at the web address and domain name www.settlementroom.com ("SettlementRoom"). The Services are designed for expediting and facilitating real estate and other transactions and the related workflow, 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 SettlementRoom 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 SETTLEMENTROOM 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 SettlementRoom 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, REFUND POLICY
E. LIMITATION OF OUR LIABILITY
F. I AM RESPONSIBLE FOR MY USER NAME AND PASSWORD
G. I AM RESPONSIBLE FOR MY USE OF SETTLEMENTROOM.
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.
B. YOU HAVE CAREFULLY REVIEWED THIS AGREEMENT
I agree to read this Agreement carefully before accessing or using SettlementRoom. By accessing or using SettlementRoom, 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 SettlementRoom.
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, paying users (as opposed to invitees and guests) will be notified by email that changes have been posted and may be viewed at SettlementRoom. In the event that I have previously requested removal from the SettlementRoom 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 SettlementRoom after modification of the Agreement shall be deemed a conclusive acceptance of this Agreement as modified.
D. AGREEMENT TERMINATION, REFUND POLICY
I understand that I may terminate this Agreement at any time by giving written notice to SettlementRoom as set forth herein.
Refund Policy : I understand that if I elect to terminate this Agreement and my SettlementRoom account within 60 calendar days of my initial purchase of SettlementRoom transactions, then in that event, and that event only, the Company will promptly refund to me 75% of the amount of my initial transaction purchase. Time is of the essence with regard to this provision. I understand that any amounts paid for monthly fees or additional services, including but not limited to training, branding, archiving, consulting, or setup services, shall be completely non-refundable.
Upon any termination for any reason (by either party as may be permitted herein) accruing after the 60 day refund period, all payments made to the Company or its affiliates or assigns, for any reason or service, and whether or not the service or the service term has been fully completed, shall be non-refundable.
Termination Provisions: I agree that in the event of my nonpayment of any amount owed to SettlementRoom when due, or upon my breach of a material term or condition of any published policy of Settlementroom, this Agreement, or any other written agreement between myself or my company and the Company, 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 SettlementRoom 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 SettlementRoom, whether or not purchased by me or my company. The Company, its officers, directors, affiliates, assigns, and employees, shall have no liability whatsoever in connection with any termination hereunder, or any other cause of action resulting from my use of SettlementRoom.
Before we terminate your use of the Services, your access to any active transactions which you may have already started, or permanently delete any of your transactions, we will give you notice as follows: a) if you or your invitees have not accessed or Logged In to any of the SettlementRoom 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 SettlementRoom Services within the previous 60 days, we will give 15 days notice by email to the email address you used when registering with SettlementRoom.
The following events constitute grounds for termination and account removal:
1. Monthly or Periodic Payments: Any account that owns transactions must pay at least the currently published monthly fee which appropriately corresponds to the total number of active and archived transactions in that account. When you purchase any monthly usage plan, product, or service from SettlementRoom where payment for the plan, product, or service is charged to a credit card on a fixed term basis, then all access to the product, usage plan, or services purchased will cease, expire and terminate, along with any access provided through your account to the accounts of others, 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 and you do not make alternate payment arrangements within 5 days of receiving notice that your credit card has been declined. You also agree to allow the Company to automatically renew your use of the purchased plan, products, or services, for additional annual terms (on the same terms and conditions as your original subscription) and to charge your credit card upon the expiration of any agreed upon term.
2. Separate Written Agreements: In the event transactions are made available subject to a separate written 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 nonpayment of any sum as may be required by the separate agreement or SettlementRoom) not to continue your use of the Services under that separate written agreement.
3. Unused Summary Accounts: In order to keep the Services functioning at peak capacity for our other users, we may remove the user accounts of invited (non-paying) summary users if these accounts have not been accessed for a period of 12 months.
E. LIMITATION OF OUR LIABILITY
The Company 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 other causes. I agree that the Company shall not be liable in any way for the documents or information posted by any person or entity on SettlementRoom or disseminated in reports in any form, including printed reports, downloaded information, Compact Disks, or disseminated in any links or hyper-links to SettlementRoom. Nor shall the Company 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 the Company.
Although SettlementRoom provides passwords and various other measures to protect its users and their data and documents, I agree that the Company 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 SettlementRoom or the Services, nor shall it be liable for the misuse or misappropriation of designated passwords or allowance of illegal access to SettlementRoom or to reports generated from the use thereof. I agree that I will not abuse SettlementRoom or the Services by engaging in activities such as guessing, trying to obtain under false pretense, or using in an unauthorized manner someone else�s User Name and Password combination, or otherwise "hacking" into someone else�s SettlementRoom account or by using SettlementRoom for criminal, illegal or immoral purposes.
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" after I log in.
G. I AM RESPONSIBLE FOR MY USE OF SETTLEMENTROOM
By using SettlementRoom and the Services, I agree to indemnify, hold harmless and defend SettlementRoom 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 SettlementRoom or the Services, the information posted thereon, or reports generated therefrom in any media, or in any way arising from my use of SettlementRoom and the Services or the information obtained therefrom in violation of this Agreement.
I agree that the Company 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 SettlementRoom, or the Services or any products provided through or listed on SettlementRoom. The Company does not warrant that (1) the information viewed at or reported on SettlementRoom, 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.
I. INTELLECTUAL PROPERTY AND NON-COMPETE AGREEMENT
I agree that SettlementRoom 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 the Company 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 SettlementRoom or within the Services may be owned by third parties. Nothing contained on SettlementRoom shall be construed as granting, by implication, estoppel or otherwise, a license or right to use the Services or any content displayed on SettlementRoom, without the prior written permission of the Company or such third party that may own trademark or copyrighted material displayed on SettlementRoom. Information may be obtained from SettlementRoom solely as expressly authorized. Any other copying, redistribution, retransmission, or publication of the information contained in SettlementRoom or the Services is strictly prohibited without the express written consent of SettlementRoom.
Unless otherwise agreed in writing with the Company, 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 SettlementRoom 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.
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 Commonwealth of Virginia and I agree that use of SettlementRoom or the Services creates a contract thereunder that shall be construed in all respects in accordance with the laws of the Commonwealth of Virginia, and subjects me and my Company to proper venue solely in the United States District Court, Eastern District of Virginia, Alexandria Division and/or the Circuit or General District Courts of Arlington County, Virginia. 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 SettlementRoom Services without the express written consent of the Company.
K. THIS IS OUR ENTIRE AGREEMENT
Unless there are other agreements in writing signed by the Company, 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 SettlementRoom by the Company as described above. The Company shall notify its paying users by email in the event of any substantial or materially adverse change in this Agreement.
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 SettlementRoom. Users are also encouraged to print copies of any important reports, information, or documents reported for you by SettlementRoom, and to keep these for your permanent records.
Most of the real estate transaction data, information, documents, communications, and reports from each SettlementRoom transaction may, with appropriate payment, and within appropriate time frames as may be specified at SettlementRoom, be downloaded to alternate electronic media (variously termed "Archive", "Legal Record", "Transaction Archive", "Transaction Record", or similar title) and delivered 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.
Unless stated specifically above, all notices required under this Agreement shall be given in writing, by certified mail to SettlementRoom Systems, Inc., 1953 Gallows Road, Suite 870, Vienna, Virginia 22182, or by email only to accounts@settlementroom.com provided that the giver of the notice must either send the email notice using a nationally recognized registered email service proving delivery, or the giver of the notice must receive from the Company a confirmation clearly indicating receipt of the notice in a timely fashion. Notices to me may be given either by email or mail delivered to the addresses listed upon my registration to SettlementRoom.
No failure of the Company to insist upon strict performance of the terms or conditions of this Agreement or as otherwise set forth in SettlementRoom or as required by the Company ("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.