1. Offer and Acceptance
Plymouth County Registry of Deeds ("SERVICER"), by its acceptance of this Agreement, agrees to provide CUSTOMER with the services specified in this Agreement in accordance with the terms and conditions set forth herein. This Agreement, when signed by CUSTOMER and submitted to the REGISTRY together with payment in full of the charges specified on the face hereof, constitutes an offer by CUSTOMER to purchase such services from SERVICER in accordance with such terms and conditions.
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2. Services Provided
a. SERVICER, during the terms of this Agreement, in accordance with the terms and conditions herein, will provide access to and use of the copying and computing services, software, and indexes, so designated by SERVICER. These terms and any Operating Rules published over TITLEVIEW and supersede all prior or contemporaneous statements, communications and documents
b. CUSTOMER shall have the responsibility of providing all telephone equipment and enabling communication software necessary to access TITLEVIEW.
c. During the term of this Agreement, and any renewals thereof, CUSTOMER agrees to implement and maintain sufficient procedures and checkpoints to satisfy CUSTOMER'S requirements for completeness and accuracy of data input and output and for maintaining a means external to TITLEVIEW for determining the completeness and accuracy of data.
d. SERVICER will provide TITLEVIEW services to CUSTOMER on an "as is, as available" basis, twenty-four hours a day, seven days a week. SERVICER, its agents and employees, are not responsible for transmission difficulties, equipment or software failures, or acts of third parties.
e. CUSTOMER UNDERSTANDS AND AGREES THAT IT IS CUSTOMER'S RESPONSIBILITY TO:
i. Implement appropriate procedures to protect and safeguard its programs and data from being destroyed though operator error, equipment or malfunction.
ii. Customer further acknowledges that while care is taken by SERVICER to maintain accuracy, quick indexes are not edited to the same extent as final indexes, and are subject to additions, deletions and alterations.
iii. Customer also acknowledges that index entries for Documents recorded in Land Court may not be edited prior to view
iv. Customer acknowledges that FAX orders received by the Registry after 4:00 p.m. might not be processed until the following business day.
f. SERVICER reserves the right to change any index when appropriate. CUSTOMER will not attempt to alter, tamper with or otherwise interfere with TITLEVIEW indexes or data, nor will customer upload or download any TITLEVIEW information from or to any other computer system.
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3. Terms
Subject to acceptance of this Agreement in writing by SERVICER, the commencement date of this Agreement shall be the original date of the receipt of the signed contract by the SERVICER. The term of this Agreement shall continue for a period of one (1) year from the commencement date.
Renewal
Unless otherwise notified in writing within 30 days of the anniversary date of this agreement, TITLEVIEW services will be automatically renewed. Provided, however, that all amounts due for services and copies are current and there has been no termination of service during the term of the agreement.
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4. Renewal
Unless otherwise notified in writing within 30 days of the anniversary date of this agreement, TITLEVIEW services will be automatically renewed. Provided, however, that all amounts due for services and copies are current and there has been no termination of service during the term of the agreement.
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5. Charges
a. Except as otherwise provided herein, charges for services provided under this Agreement, are due and payable in full upon receipt of the monthly invoice. Interest at 12% per annum will be charged against any outstanding amounts and added to the next invoice. Failure to make payments as required may result in termination of service.
b. The CUSTOMER (MEMBER) will be billed $30.00 (thirty dollars) for index searching, viewing and permission to purchase pages of our documents for $1 per page. that are made available by the SERVICER. This amount will be billed at the beginning of the month along with the pages purchased in the previous month, unless the CUSTOMER elects to have printing disabled.
c. The CUSTOMER will pay his invoice when presented, and understands that delinquent accounts will be automatically disabled at the time of the next billing cycle.
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6. Disclaimer of Warranties and Limitation of Liability
a. SERVICER MAKES NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
b. IN NO EVENT WILL SERVICER BE LIABLE FOR ANY DAMAGES, LOST SAVINGS, OR OTHER ACTUAL, DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM THE USE, LOSS OF USE, OR PERFORMANCE OF THE SOFTWARE, EVEN IF SERVICER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM AGAINST CUSTOMER OR SERVICER BY ANY OTHER PARTY ARISING HEREUNDER.
c. CUSTOMER SHALL INDEMNIFY AND HOLD SERVICER HARMLESS FROM AND AGAINST ANY AND ALL SUCH ACTIONS OR CLAIMS.
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7. General
a. All notices to be given under this Agreement shall be mailed to the parties at their respective addresses as set forth on the face of this Agreement, or to such other addresses as either party may advise the other party in writing.
b. CUSTOMER shall not assign, transfer, or delegate any of its rights, duties, or obligations hereunder without the expressed prior written consent of SERVICER. Any attempt to do so is void.
c. CUSTOMER shall not make any deduction from nor assert any right of set-off against payments due to SERVICER.
d. This Agreement shall be binding upon CUSTOMER, its successors and assigns, and shall inure to the benefit of SERVICER and its successors and assigns.
e. Paragraph headings are for reference purposes only and shall not affect the meaning, construction, or effect of this Agreement.
f. Except as otherwise provided in this Agreement, this Agreement can only be modified by a written agreement that is signed by CUSTOMER and accepted in writing by SERVICER.
g. SERVICER may, for the performance of any of the various services required of SERVICER under this Agreement, utilize the services of independent contractors selected by SERVICER.
h. CUSTOMER may terminate this Agreement at any time by providing SERVICER with one (1) month's prior written notice. SERVICER charges are not refundable. CUSTOMER may automatically terminate this Agreement at the time of the Renewal Date by not remitting payment in full by thirty (30) days prior to that Renewal Date.
i. All damages, costs, and expenses, including reasonable attorneys fees,incurred by SERVICER as a result of any litigation arising in any manner associated with this Agreement shall be paid by CUSTOMER if SERVICER is finally adjudicated not to have liability.
j. No action, whatever its form, which arises out of this Agreement may bebrought by either party more than one (1) year after the cause of action has arisen.
k. Should any provision of this Agreement be declared void as against public policy or for any other reason, that provision shall not affect the validity of any other provision.
l. SERVICER will not be responsible for failure to perform, or delays in performing, any services required of SERVICER under this Agreement due to acts of God, governmental actions, fire, floods, riots, strikes, war, delays in transportation, failure by CUSTOMER to discharge CUSTOMER's obligations under this Agreement on a timely basis, inability to secure parts or services from usual sources of supply, or any other causes beyond the control of SERVICER.
m. This Agreement and all of the rights and obligations under this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
n. The parties agree that this Agreement is the complete and exclusive statement of the agreement between the parties and supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this Agreement.
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