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AUTHORIZED USERS ONLY
ACCESS AND PERMITTED USE AGREEMENT
FOR AUTHORIZED USERS OF THE
INTEGRITY TITLE PLANT SYSTEM
a. PARTY DEFINITIONS
a Texas limited liability company.
means the Software, Title Plant, and Documentation.
a PASSWORD to access, view and use the Website and INTEGRITY TITLE PLANT SYSTEM.
b. E-COMMERCE RELATED DEFINITIONS
1. WEBSITE-The term website means IntegrityTitleInformation.com website.
2. AUTHORIZED USER-The term Authorized User means the natural person
accessing, viewing and using the Website and INTEGRITY TITLE PLANT
SYSTEM.
3. INTEGRITYTITLEINFORMATION.com-The term
IntegrityTitleInformation.com means the location on the World Wide Web
owned by Integrity and made accessible to the Authorized
User under the terms and conditions of the TITLE PLANT AND SOFTWARE
AGREEMENT and the terms and conditions of this ACCESS AND PERMITTED USE AGREEMENT.
c. OTHER DEFINITIONS
1. TITLE PLANT AND SOFTWARE LICENSE AGREEMENT-The term Title Plant and Software License Agreement means the agreement between INTEGRITY and the LICENSEE. This ACCESS AND PERMITTED USE AGREEMENT is subject to the terms, obligations, covenants, conditions and agreements of the TITLE PLANT AND SOFTWARE LICENSE AGREEMENT.
2. CONTRACT EMPLOYEE-The term Contract Employee means an individual, in a contractor/client relationship with the LICENSEE performing search and examination of a title to determine the conditions of title to be insured in the issuance of a title insurance policy by the LICENSEE in the normal course of the title insurance business or daily property research for the LICENSEE.
3. LICENSEE-The term Licensee means the AUTHORIZED USER’S Employer or Client in an independent contractor/client relationship with the AUTHORIZED USER. The LICENSEE has entered into a TITLE PLANT AND SOFTWARE LICENSE AGREEMENT with INTEGRITY acquiring a license to exercise certain rights with respect to the INTEGRITY TITLE PLANT SYSTEM.
4. REMOTE LOCATION-the term remote location means a location other than the
Principal Business Location of the LICENSEE, which is the AUTHORIZED USER’S Employer or Client in an independent contractor/client relationship with the AUTHORIZED USER.
5. PRINCIPAL BUSINESS LOCATION-the term Principal Business Location
means the location designated by LICENSEE as its Principal Business Location in the TITLE PLANT AND SOFTWARE LICENSE AGREEMENT or other location designated by Licensee as its Principal Business Location under the terms of the TITLE PLANT AND SOFTWARE LICENSE AGREEMENT.
6. BUSINESS OF INTEGRITY-INTEGRITY is in the business of maintaining title
plants reflecting the contents of publicly recorded instruments affecting title to real property. INTEGRITY has created, owns and maintains Internet based software designed to provide access, user interface and data management services related to title plants.
B. PURPOSE
INTEGRITY is providing this ACCESS AND PERMITTED USE AGREEMENT to you to set forth the terms, conditions and stipulations regarding your access and permitted use of the Website. PLEASE READ VERY CAREFULLY ALL THE TERMS, CONDITIONS AND STIPULATIONS OF THIS ACCESS AND PERMITTED USE AGREEMENT.
C. ACCEPTANCE OF LICENSE TERMS
1. UNCONDITIONAL ACCEPTANCE-You understand and agree that accessing, viewing, or using the Website and the INTEGRITY TITLE PLANT SYSTEM shall be deemed as an unconditional acceptance by you of all the terms, conditions and stipulations of this ACCESS AND PERMITTED USE AGREEMENT and the TITLE PLANT AND SOFTWARE LICENSE AGREEMENT entered into by your Employer or Client if you are an CONTRACT EMPLOYEE. If you do not agree to with all of the terms, conditions and stipulations of this ACCESS AND PERMITTED USE AGREEMENT and the TITLE PLANT AND SOFTWARE LICENSE AGREEMENT, you must not access, view or use the Website and the INTEGRITY TITLE PLANT SYSTEM. The activation of your PASSWORD is conditioned upon your acceptance of this ACCESS AND PERMITTED USE AGREEMENT.
2. OWNER RIGHT TO CHANGE, MODIFY OR AMEND-INTEGRITY reserves the right, at its sole discretion, to change, modify or amend this ACCESS AND PERMITTED USE AGREEMENT, at any time, and without prior notice to you.
D. PASSWORD RESTRICTIONS
1. ONE PASSWORD-You have been assigned one (1) unique PASSWORD
by your Employer or Client if you are a CONTRACT EMPLOYEE. INTEGRITY reserves the unconditional right to terminate your PASSWORD at any time for any reason or no reason. You acknowledge and agree that INTEGRITY, in its sole discretion, may terminate your PASSWORD for any reason or no reason. INTEGRITY shall not be liable to you or any other party for any claims related to the termination of your PASSWORD.
2. CONFIDENTIALITY-PASSWORDS are highly confidential. You are required to treat your PASSWORD as highly confidential. You agree not share your PASSWORD with other AUTHORIZED USERS or any other person or party for any purpose. You shall not disclose your PASSWORD to any other AUTHORIZED USER or any other person or party for any purpose. You shall not permit use of your PASSWORD by any other AUTHORIZED USER or any other person or party for any purpose. You and your Employer or Client if you are a CONTRACT EMPLOYEE are responsible to INTEGRITY for any unauthorized use of your PASSWORD. You agree to maintain your PASSWORD in secure conditions using reasonable security for the protection of your PASSWORD.
3. OTHER PASSWORDS-You agree not to possess or use another’s AUTHORIZED USERS PASSWORD.
4. REMOTE LOCATION-You must notify your Employer or Client if you are a CONTRACT EMPLOYEE before you access, view or use the Website or INTEGRITY TITLE PLANT SYSTEM from a location other than the Principal Business Location of your Employer or Client if you are a CONTRACT EMPLOYEE. Failure to notify your Employer or Client if you are a CONTRACT EMPLOYEE that you are accessing, viewing or using the Website or INTEGRITY TITLE PLANT SYSTEM from a location other than the Principal Business Location of your Employer or Client if you are a CONTRACT EMPLOYEE will result in immediate termination of your PASSWORD. You are responsible for knowing the Principal Business Location of your Employer or Client if you are a CONTRACT EMPLOYEE. You shall not access, view or use the Website or INTEGRITY TITLE PLANT SYSTEM outside the United State of America or its terroritories.
E. CONFIDENTIAL/PROPRIETARY INFORMATION
You agree and acknowledge that the SOFTWARE, DOCUMENTATION, TITLE PLANT, and the data and information contained in the TITLE PLANT are CONFIDENTIAL/PROPRIETARY INFORMATION whose use and disclosure is restricted by the TITLE PLANT AND SOFTWARE LICENSE AGREEMENT and this ACCESS AND PERMITTED USE AGREEMENT. You agree not to disclose the nature, character or details of the CONFIDENTIAL/PROPRIETARY INFORMATION to any third party, without the prior written approval of INTEGRITY. You agree to maintain the CONFIDENTIAL/PROPRIETARY INFORMATION in secure conditions using reasonable security measures.
F. REPORTS OF THIRD-PARTY MISAPPROPRIATION
You agree to immediately report to INTEGRITY and your Employer or Client if your are a CONTRACT EMPLOYEE any attempt by any person or any other
party of which you have knowledge;
1. to use or disclose the CONFIDENTIAL/PROPRIETARY INFORMATION without the authorization of INTEGRITY,
2. to copy, download, distribute, disseminate, reverse assemble, reverse compile or otherwise reverse engineer any part of the SOFTWARE, DOCUMENTATION, TITLE PLANT or the data or information contained in the TITLE PLANT, or
3. to retrieve information with robots or by any automated means, or by any other method of accessing or using the data or information contained in the TITLE PLANT or other services provided on the Website other than methods provided on the Website are specifically prohibited. The following are examples, not an exhaustive list, of prohibited actions: (a) screen scraping text data; (b) pulling images from the Website to avoid the charge for the document; and (c) framing of the Website by another Website.
G. WAIVER OF LIABILITY; LIMITATIONS OF INTEGRITY’S LIABILITY
1. LIMITATIONS OF LIABILITY FOR TITLE PLANT CONTENT
YOU EXPRESSLY AGREE, UNDERSTAND, AND ACKNOWLEDGE THAT INTEGRITY SHALL NOT BE LIABLE TO YOU, LICENSEE OR ANY UNDERWRITER, OR OTHER INSURER OF LICENSEE OR ANY OTHER PARTY FOR MISTAKES, ERRORS, INACCURACIES, OR DEFICIENCIES IN THE TITLE PLANT, OR IN ANY POSTING, EXTENSION, ADDITION, CONTINUATION, SUPPLEMENT OR UPDATE TO TITLE PLANT.
2. LIMITATIONS OF LIABILITY FOR BREACH
You expressly agree, understand, and acknowledge that INTEGRITY shall not be liable to you for any losses, claims, expenses, or damages, including consequential damages, sustained by you, your Employer or Client if you are a CONTRACT EMPLOYEE, an underwriter, other insurer or any other party as a result of, or arising from, any breach by INTEGRITY of its obligations under this AGREEMENT AND PERMITTED USE AGREEMENT and the TITLE PLANT AND SOFTWARE LICENSE AGREEMENT, including without limitation any error, mistake, negligence, or omission made by INTEGRITY in the preparation, compilation and assembly of the TITLE PLANT or in the distribution of data or information of any kind furnished by INTEGRITY to LICENSEE or you.
3. LIMITATIONS OF LIABILITY TO THIRD PARTIES
You expressly agree, understand, and acknowledge that any liabilities and obligations to third parties as a result of any mistakes, errors, inaccuracies and deficiencies in the TITLE PLANT or the data or information contained in the TITLE PLANT, occurring after the effective date of the TITLE PLANT AND SOFTWARE LICENSE AGREEMENT, shall be the responsibility of, and paid by you, your Employer or Client if you are a CONTRACT EMPLOYEE.
4. COST REPRESENTS LIMITATIONS OF LIABILITY
You further acknowledge and agree that the cost of the goods and services provided by INTEGRITY pursuant to the TITLE PLANT AND SOFTWARE LICENSE AGREEMENT and this ACCESS AND PERMITTED USE AGREEMENT are calculated and based upon sale by INTEGRITY to your Employer or Client if you are a CONTRACT EMPLOYEE of such goods and services without warranty and without liability for negligence to you, your Employer or Client if you are a CONTRACT EMPLOYEE or other party, and but for these terms and conditions the cost of such goods and services would be significantly greater.
H. VALUE ACKNOWLEDGEMENT
You agree the preparation, compilation, assembly and maintenance of
the TITLE PLANT, and permitting access over the Internet to the TITLE PLANT, requires great expense, risk, unique and extraordinary expertise and skill, and is a difficult, complex task. The TITLE PLANT and the data and information contained in the TITLE PLANT, have a value greatly exceeding the bare cost of obtaining and copying the data and information because of the great expense, unique and extraordinary expertise and skill required to accomplish the difficult, complicated task of preparing, compiling, assembling and maintaining the TITLE PLANT and permitting access over the Internet.
I. ENTITLEMENT TO INJUNCTIVE RELIEF
You expressly agree the damage and loss INTEGRITY would suffer, from the
wrongful downloading, distribution or dissemination of the TITLE PLANT, or the data or information contained in the TITLE PLANT, cannot be reasonably or adequately compensated by damages in any legal proceeding and that the downloading, distribution or dissemination of the TITLE PLANT or the data or information contained in the TITLE PLANT would cause INTEGRITY irreparable injury and damage. You expressly agree that INTEGRITY shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any term, obligation, covenant, condition, or agreement, including but not limited to the downloading, distribution, or dissemination the TITLE PLANT or the data or information in the TITLE PLANT, of this ACCESS AND PERMITTED USE AGREEMENT and the TITLE PLANT AND SOFTWARE LICENSE AGREEMENT.
J. COPYRIGHT
You acknowledge that United States copyright laws and international treaty provisions protect the INTEGRITY TITLE PLANT SYSTEM. You agree to treat the INTEGRITY TITLE PLANT SYSTEM like any other copyrighted material; provided, however, you may download and print search result of the TITLE PLANT as permitted tin the TITLE PLANT AND SOFTWARE LICENSE AGREEMENT. You agree to honor such copyright and agree to protect such copyrighted materials from unauthorized use, download, duplication, distribution or display. You further agree not to copy, reproduce, transmit or redistribute in any manner INTEGRITY’S copyrighted materials, except as permitted in this ACCESS AND PERMITTED USE AGREEMENT and the TITLE PLANT AND SOFTWARE LICENSE AGREEMENT.
K. NON-COMPETE
You agree not to compete with the business of INTEGRITY or to provide assistance to a competitor or would be competitor of INTEGRITY for a period of three (3) years subsequent to the expiration or termination of the TITLE PLANT AND SOFTWARE LICENSE AGREEMENT within any of the counties of Texas for which INTEGRITY maintains access to the INTEGRITY TITLE PLANT SYSTEM. You agree not to provide access to the INTEGRITY TITLE PLANT SYSTEM, or any of its components, to any individual or entity representative whom you know or should know, competes with, or desires to compete with INTEGRITY.
L. TRADEMARKS
The trademarks, logos and service marks (collectively known as “Trademarks”)
displayed on the Website are the Trademarks of INTEGRITY. Nothing contained on
the Website should be construed as granting, by implication, estoppel or otherwise,
any license or right to use any of the Trademarks displayed on the Website without the
express written consent of INTEGRITY. Your use of the Trademarks displayed on the
Website is expressly prohibited. You are also advised that INTEGRITY will
vigorously enforce its intellectual property rights to the fullest extent of the law,
including seeking criminal prosecution.
M. RISK OF LOSS
You are accessing, using and browsing the Website at your own risk. Neither INTEGRITY nor any other party involved in creating, producing, or delivering the Website is liable for any direct, incidental, consequential, indirect, special or punitive damages arising of your use of the Website or INTEGRITY TITLE PLANT SYSTEM. Without limiting the foregoing, INTEGRITY also assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property of any kind on account of your access, using and browsing the Website or INTEGRITY TITLE PLANT SYSTEM.
N. GENERAL PROVISIONS
1. ELECTRONIC ACCEPTANCE/COUNTERPARTS
This ACCESS AND PERMITTED USE AGREEMENT may be accepted electronically, in as many counterparts as may be required by INTEGRITY, and it shall not be necessary that the signature of, or in behalf of, any party appear on the electronically accepted ACCESS AND PERMITTED USE AGREEMENT or any electronically accepted counterpart.
2. ASSIGNABILITY
INTEGRITY reserves the right to assign it full interest in this ACCESS AND PERMITTED USE AGREEMENT. This ACCESS AND PERMITTED USE AGREEMENT is not assignable by you.
3. SEVERABILITY
You agree each term and condition is indispensable to the general purpose of this ACCESS AND PERMITTED USE AGREEMENT. If any term or condition in this
ACCESS AND PERMITTED USE AGREEMENT should be held invalid or unenforceable by a final judgment of a court of competent jurisdiction, INTEGRITY
Shall have the right to terminate this ACCESS AND PERMITTED USE AGREEMENT, at its sole discretion.
4. CAPTIONS
The captions or headings of paragraphs or sections in this ACCESS AND PERMITTED USE AGREEMENT are inserted for convenience only, and shall not be considered in construing or interpreting the terms or conditions of this ACCESS AND PERMITTED USE AGREEMENT.
5.TIME IS OF THE ESSENCE
Time shall be of the essence with respect to each and every term and condition of this ACCESS AND PERMITTED USE AGREEMENT.
6. ENTIRE AGREEMENT
This ACCESS AND PERMITTED USE AGREEMENT and TITLE PLANT AND SOFTWARE AGREEMENT constitute the entire agreement between INTEGRITY and you, and supersedes all prior discussions, understandings and agreements. This ACCESS AND PERMITTED USE AGREEMENT shall not be changed, modified or amended except as posted by INTEGRITY to the Website or by a separate written agreement executed by you and INTEGRITY.
7. ATTORNEY’S FEES
If INTEGRITY shall institute an action against you for breach of this ACCESS AND
PERMITTED USE AGREEMENT, INTEGRITY is entitled to collect from you all
charges, expenses, fees, court cost, expert witness fees, and actual attorney’s fees
incurred by INTEGRITY.
8. GOVERNING LAW
To the extent necessary, all aspects of this ACCESS AND PERMITTED USE AGREEMENT shall be construed, enforced and governed according to and by the laws of the United States of America, and where state law is necessary, the laws of the State of Texas. You agree all causes of action regarding this ACCESS AND PERMITTED USE AGREEMENT shall be maintained in Harris County, Texas.
9. COMPLIANCE WITH APPLICABLE LAW
You agree to comply with all federal, state and local laws applicable to the access and use of the Website and the use of the data, information or materials obtained from the Website or INTEGRITY TITLE PLANT SYSTEM in any transaction or transactions were the data, information or materials are used.
10. NOTICES
All notices or other communications required or desired to be given pursuant to this
ACCESS AND PERMITTED USE AGREEMENT shall be in writing and shall be
considered properly given if mailed by first class United States mail, prepaid postage, registered or certified with return receipt requested, delivered by overnight delivery service or by personal delivery. The address for notices and other communications is as follows:
Integrity Title Records, Ltd., LLP
9800 Northwest Freeway, Suite 210
Houston, Texas 77092
Attention: Paul Cones
and Stephen A. Hester, Jr.