Subscription Use Agreement
This subscription use agreement ("Agreement") is a legal agreement between You and any other company You represent (collectively, "You" and "Your") and CreativApp LLC, the Company ("Company").
This Agreement applies to all subscriptions for the Company hosted software solutions including but not limited to web-based Title Quotes, Seller Net Sheets, ALTA Settlement Statement, Preliminary HUD software solutions for businesses and Authorized Users. And any other related services that the Company may provide to You in connection with such solutions. Please read the Agreement carefully before continuing Your subscription registration. By accessing or using this website clicking the "ACCEPT" button or otherwise accepting this Agreement as set forth in any online or printed order form referencing this Agreement, You and any company You represent agree to follow and be bound by the Terms and conditions of this Agreement. If You are agreeing to this Agreement on behalf of Your company, You are representing to us that You have the authority to bind Your company to this Agreement, and the term "You" shall refer to Your company. If You do not have such authority, or if You do not agree to all terms and conditions of this Agreement, You must choose the "DECLINE" button and You shall not be permitted to use the Services.
By using the Company ("Services"), You are agreeing to be bound by the following terms and conditions ("Terms"). The Company reserves the right to update and change these Terms without notice. The most updated Terms and Agreement will be posted online on our website www.titlecapture.com/site/agreement. Violation of any of the Terms may result in the termination of Your account.
means any of Your employees, consultants, contractors, agents, real estate
associates, lenders, mortgage pros, including but not limited to anyone that
registers online to access and use the Services licensed to You by the Company
or anyone authorized by Your administrator
to access and use the Services On behalf of Your business, in each case they
are subject to such person's agreement to be bound by the terms of this
"Your Data" means
all registration information concerning Your Authorized Users, marketing and title
insurance information, and any similar data that is uploaded into the Service. The public or private character
of this data is detailed in this Agreement.
"Title Quotes" means a collection of title
fees, including but not limited to Your closing fees and search fees as
a settlement agent, recording
taxes, transfer taxes and any additional fees or charges related to the
estimation of title settlement calculations. This may include but not limited
to a Title Quote, Seller's Net Sheet and Loan Estimate Quote used for
informational purposes only, without warranty or representation.
"Preliminary HUD" means an online document, generated by the platform, in an Adobe PDF format, that is a draft, for informational purposes only, without warranty or representation, containing an estimation of the settlement costs, including but not limited to Your title fees as a settlement agent, recording, transfer and any additional charges the Authorized User submits for inclusion in this document.
"Services" means any of The Company software solutions that are developed, operated, and maintained by The Company and its third party service providers which are subscribed to through The Company branded or controlled websites. This also includes any implementation, training or other professional services provided by the Company to You in providing a software platform with a collection of tools, to allow You and the Authorized Users to access and distribute title settlement related information; and, other supporting products and services, including email marketing and web-hosting.
"Order Form" means any online or written subscription order form
for the Services Submitted by You either during an online subscription process
submitted to the Company, and any future purchase order or order form that
makes reference to this Agreement.
means the use term for the Services set forth on Your Order Form and any
additional periodic renewals of such term.
Unless otherwise stated the term is monthly.
"Set Up Process"
means a period of time (14 business days), between Your agreement to sign-up for Services and the
configuration of the platform according to Your specifications, tested and
approved by You to go to a Live Platform status.
"Live Platform" is the platform that has been accepted by You for
functionality and approval of the calculations, including but not limited to
it's calculation of Title Quotes, Seller Net Sheets, ALTA Settlement Statement, Preliminary HUD, and certified by You in
any type of communication to the Company.
"Platform" is the software application or "app" interface used by You and Your Authorized Users to access the Services.
"The Company Materials" means any documentation, user guides or other similar materials provided by the Company to You in connection with software solutions that are developed, operated, and maintained by the Company and its third party service providers, and that are subscribed to through the Company branded or controlled website or a Company partner website.
"Third Party Content"
means the content, including software code, that the Company partner or other
third party may bundle with the Service, for a specific market or niche
offering; or, that the Company staff may use on Your behalf or to Your benefit.
"Front End Code"
means our user interface display and usability platform. This includes, but is
not limited to, the layout, color scheme, HTML pages and source code, or any
and all contents.
RIGHTS AND RESTRICTIONS
Use Rights and Restrictions
The Company grants to You the non-exclusive, non-transferable, limited license to use the Software as provided or made accessible to You by The Company as a part of the Services and in accordance with these Terms to permit Your Authorized Users to access and use the Services and any of the Company Materials provided to You to allow for the calculation of Title Quotes, Seller Net Sheets, ALTA Settlement Statement, Preliminary HUD and other related business functions that the Services is designed to perform, subject to the following restrictions:
(1.) The Service's calculations are
derived from Your fee related specifications during the Set Up Process provided
by You to the Company and tested by You prior to the platform becoming a Live Platform. You agree that these calculations are
for informational purposes only, without warranty or representation. It is Your
sole responsibility to notify us with any updates to Your data formulations.
Including but not limited to Your company specific fees and third party fees
including but not limited to government fees. It is also Your responsibility to
test the application's calculations often for accuracy. Changes to Your Live
Platform will be updated by the Company upon Your notification or directly by
You in your admin account provided to You by the Company for these purposes.
Information contained on or made
available through the Services is not intended to and does not constitute title
closing services advice, or factual Title Quotes, Seller Net Sheets, ALTA Settlement Statement, Preliminary HUD or recommendations
under any circumstance. You
agree that these calculations are for informational purposes only, without
warranty or representation. We do not warrant or guarantee the accuracy,
completeness, adequacy, compliance or currency of the information contained in
or linked to the Service. Your use of, and the Authorized Users use of information
on the Services or materials linked from the Services is entirely at Your own
risk. We are not an insurance or title closing service firm and the Services is
not a title insurance referral service. We do not receive any portion of any
title insurance policy subsequently made by You. Any title closing services are strictly
between You and such party and
do not involve us in any way.
(2.) Your use of the Services
prohibits You to license, sell, rent, lease, transfer, assign, distribute,
host, outsource or otherwise commercially exploit the Services or the Company
(3.) You may not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services or the Company Materials, or access or use the Services or the Company Materials in order to build a similar or competitive product or service.
(4.) Your use of the Services shall conform with the restrictions set forth in the Order Form for the level of subscription purchased by You. The Company may monitor Your compliance with these limits and if it detects overuse require that You upgrade to the appropriate higher subscription level.
(5.) Your use of the Services must not cause undue strain or stress on the the Company servers through excessive calls or other non-standard use.
As between You and the Company, Your detailed Authorized User data, including name, email and phone number will NOT be distributed or shared with third parties.
If You received a financial discount as a result of a referred relationship with a third party, we may provide the third party with statistical overview information of Your overall Company usage only and will NEVER share Your detailed Authorized User data with them or any other third party.
Authorized User data provided to the Company by You for uploading user accounts into the Services or from any accounts that registered online is and shall remain Your property. To enable the Company to provide You with the Services, and subject to the Terms and conditions of this Agreement, You hereby grant to the Company a non-exclusive, non-transferable right to use, copy, distribute and display Your Data solely in connection with the Company's operation of the Services on Your behalf. You, not the Company, shall have sole responsibility for the accuracy, integrity, and reliability of Your Data, and the Company will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Your Data.
Transactions and Interactions with Authorized Users or other Third
The Company will not be liable in any way in connection with any of Your offerings, products or services including but not limited to liability for any mistakes, misstatements of law, defamation, omissions, falsehood, representations or any other form of content therein. You acknowledge and agree that the Company is not a party to any transaction between You and any Authorized User and/or a potential purchaser of Your title services, even if that transaction is facilitated, in whole or in part, through the Services. Your interactions with any Authorized User and/or a potential purchaser of Your title services, including payment and delivery of products or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such Authorized User and/or a potential purchaser of Your title services and You expressly acknowledge and agree that such interactions are at Your own risk. You agree that the Company shall not be responsible or liable for any loss or damage of any kind or nature incurred as the result of any such interactions. You also understand and agree that if there is a dispute between You and any Authorized User and/or a potential purchaser of Your title services, we have no obligation to become involved. You hereby release the Company, our officers, employees, agents, referring affiliates and successors in rights from claims, demands and damages of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to Your interactions with any Authorized User and/or a potential purchaser of Your title services, including any disputes arising in connection therewith. You hereby waive all state civil code general release section(s) which does not extend to claims in which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.
This Section will not be construed to prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority. The parties agree to give the other party prompt notice of the receipt of any subpoena or other similar request for such disclosure.
During the Subscription Term, You will be entitled at no extra charge to access phone support, online chats, user guides, knowledge bases and self-help tools, and any additional standard technical support resources (collectively, "Technical Support") for the Services offered by the Company from time to time, the Terms which may be described and updated from time to time. The Company reserves the right to modify the posted Terms and conditions for Technical Support, at any time at its sole discretion.
Intellectual Property Rights
The Company shall retain all right, title and interest (including all copyrights, patents, service marks, trademarks and other intellectual property rights) in and to the Services and the Company Materials (including application development, business and technical methodologies, and implementation and business processes, used by the Company to develop or provide the Services or the Company Materials), and any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes relating to any of the foregoing. Except for the limited access and use rights granted pursuant to this Agreement, You do not acquire any interest in the Services or the Company Materials. You agree that any suggestions, enhancement requests, feedback, recommendations or other information provided by You or any of Your Authorized Users relating to the Services or the the Company Materials may be used by the Company without restriction or obligation to You.
You are expressly prohibited from using any Front End Code for any purpose outside of the intended design and implementation of Your authorized use of the Services. Any replication or use of any aspect of the Front End Code or other Company application or Services for any purpose designed or intended to compete with the Company's solutions is strictly prohibited.
The fees for the Services are set forth in the Order Form and are payable in advance, irrevocable and non-refundable except as set forth in the Order Form and this Agreement.
You agree to provide the Company with complete and accurate billing and contact information. Where payment by credit card is indicated in the Order Form, or You otherwise provide the Company with credit card information, You authorize the Company to bill such credit card (a) at the time that You order the Services or other Services set forth in the Order Form, (b) for any billing frequency otherwise established in the Order Form, and (c) at the time of any renewal, for the amount charged for any renewed Subscription Term. If the Company, in its discretion, permits You to make payment using a method other than a credit card, the Company will invoice You at the time of the initial Order Form and thereafter on a monthly basis in advance of the relevant billing period, and all such amounts invoiced will be due within ten (10) days of Your receipt of the Company's invoice.
Non-Payment and Other Termination Rights
Termination by You
You may terminate Your account and/or stop using the Services at any time. To cancel Your account, You must submit a request to firstname.lastname@example.org. Cancellation requests may only be submitted by the authorized billing contact for Your account. Cancellation requests must be submitted no later than 7 days prior to the date of Your next billing cycle, and may not be applied retroactively. Cancellation does not entitle You to a refund.
Email notification of termination must include customer name, address, telephone number, and the effective date of termination of the account. You must receive a confirmation email from the Company acknowledging receipt of Your cancellation email request. Accounts that are not terminated in accordance with the above procedures shall remain active and shall continue to incur monthly service charges.
Termination by the Company
The Company may at any time, under any circumstances and without prior notice, immediately terminate or suspend all or a portion of Your account and/or access to the Service. Circumstances under which the Company may effect such termination shall include, but not be limited to: (a) violations of the Terms or any other policies or guidelines that are referenced herein and/or posted on the Services; (b) a request by You to cancel or terminate Your account; (c) where any payment is due but unpaid and You have been requested but failed to promptly cure such payment failure; or (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) where provision of the Services to You is or may become unlawful; and (f) Your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by the Company in its sole discretion, and the Company will not be responsible to You or any third party for any damages that may result or arise out of such termination or suspension of Your account and/or access to the Services including without limitation loss of business contacts, sensitive business information or other data.
Effect of Termination
Upon termination of Your account You lose all access to the Services and any portions thereof, including, but not limited to, Your access to the Company account and any content, contacts, data or documents generated, published or stored by the Services.
Upon termination of the Subscription Term, all Fees then due and payable to the Company must be paid in full. Contingent upon its receipt of all such Fees, the Company will make Your data available for downloading. For a period of thirty (30) days following termination, You may arrange for the downloading of Your data by contacting the Company. The Company will charge you the equivalent of Your monthly fee for the preparation of your data for download. Following this (30) day grace period, the Company may remove Your data from the production environment for the Services. The provisions of this Agreement which by their nature are intended to survive expiration or termination shall survive, including but not limited to obligations concerning confidentiality, protection of intellectual property, indemnification and payment of unpaid fees and expenses.
Changing the Service
From time to time The Company will modify the Services by adding or removing features and functions to enhance Your experience. Nothing in this Agreement prohibits The Company from making such changes.
You can subscribe to additional elements of the Services, as agreed to between the parties. Such additional elements of the Services will be added on to the Services provided and fees due under this Agreement, commencing on the date the parties agree to their addition.
Use of Names in Marketing
You may use the Company's name and
credentials in an appropriate and acceptable manner for Your standard marketing
promotions, provided that You agree to cease or alter such use at the Company's
request where such use is contrary to the Company's branding policies, could
cause any brand confusion in the market or is otherwise objectionable to the
Company. Similarly, the Company may use Your business name in an appropriate
and acceptable manner for standard marketing promotions, provided that the
Company agrees to cease or alter such use at Your request where such use is
contrary to Your branding policies, could cause any brand confusion in the
market or is otherwise objectionable to You. Acceptable and standard marketing
promotions include, but are not limited to: press releases, surveys,
interviews, reputable business publications, television, and web site
presentation and promotion.
LIMITATION OF LIABILITY, SECURITY RISKS, INDEMNITY
Limitation of Liability
In no event shall The Company, its officers, directors, employees, agents, or referring affiliates be liable to You or any other third party or Authorized user for any bugs, viruses, trojan horses, or the like regardless of the source of origination, for any errors, omissions, or inaccuracies in any data calculations or for any loss or damage of any kind incurred as a result of Your use and Your Authorized Users use of the Service, emailed, transmitted or otherwise made available at or through the Service. In no event shall the Company's aggregate liability to You or any third party arising out of these Terms of the Services exceed the amount of one hundred dollars ($100.00). Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to You. You specifically acknowledge that the Company shall not be liable for any submissions or user conduct.
Please be aware that despite our best efforts, no data security measures can guarantee 100% security all of the time. You are responsible for backing up, to Your own computer or other device, any data that You store or access via the Service. The Company does not guarantee or warrant that any data You may store or access through the Services will not be subject to inadvertent damage, corruption or loss.
You agree to defend, indemnify, and
hold harmless the Company, its affiliates and their employees, contractors,
officers, directors and representatives from all liabilities, claims, and
expenses, including reasonable attorneys' fees, that arise from You or Your
Authorized Users or potential clients (i) use or misuse of the Services; (ii)
Your use of the Services, Your submissions, violation of the Terms by You; or, (iii) the
infringement by You, or any third party or Authorized User using Your account,
of any intellectual property or other right of any person or entity. The
Company reserves the right, at its own expense, to assume the exclusive defense
and control of any matter otherwise subject to indemnification by You, in which
event You will assist and cooperate with the Company in asserting any available
Notices regarding this Agreement shall be in writing and sent by first class mail or overnight courier, addressed to CreativApp LLC, 9410 SW 136th St, Miami, FL 33176. The Company may give notice applicable to the Company's general customer base by means of a general notice on the Services Platform, and notices specific to You by electronic mail to Your designated contact's email address on record with the Company, or by written communication sent by first class mail or overnight to Your address on record in the Company's account information. All notices shall be deemed to have been given five (5) days after mailing or posting (if sent by first class mail), upon delivery in the case of courier, or twenty (20) hours after sending by confirmed facsimile, email or posting to the Services portal.
You may not assign this Agreement without providing prior notice to and obtaining the consent of the Company, which shall not be unreasonably denied provided Your account is in good standing. Any purported assignment in violation of this Section shall be void.
This Agreement and the information incorporated into this Agreement by written reference including reference to information contained in a URL or referenced policy, together with any applicable Order Form, represent the parties' entire understanding relating to the Services, the Company Materials and the Services, and supersede any prior or additional communications. The Terms of this Agreement may only be amended by written agreement of the parties.
Governing Law; Arbitration
This Agreement shall be governed by the laws of the State of Florida without giving effect to conflict of laws principles. Any and all disputes, controversies and claims arising out of or relating to this Agreement or concerning the respective rights or obligations of the parties hereto shall be settled and determined by arbitration before a panel of one (1) arbitrator in Miami-Dade County, Florida, pursuant to the Commercial Rules of the American Arbitration Association then in effect. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement. The parties agree that the arbitrator shall have the power to award damages, injunctive relief and reasonable attorneys' fees and expenses to the prevailing party.
Causes Beyond Control
Except for Your obligation to pay Fees for the Services or other services rendered, neither party will be responsible for failure of performance due to causes beyond its control. Such causes include (without limitation) accidents, acts of God, labor disputes, actions of any government agency, shortage of materials, acts of terrorism, acts of cyber crime or cyber terrorism including but not limited to unauthorized breaches of the Company's servers, or the stability or availability of the Internet or a portion thereof.
You agree that U.S. export control laws and other applicable export and import laws govern Your use of the Service, including the Company technology. You represent that You are neither a citizen of an embargoed country nor prohibited end user under applicable U.S. export or anti-terrorism laws, regulations and lists. You agree not to use or export, nor allow a third party to use or export, the Services or technology in any manner that would violate applicable law, including but not limited to applicable export and import control laws and regulations.
If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
Relationship of Parties
No joint venture, partnership, employment, or agency relationship exists between the Company and You as a result of this Agreement or use of the Services.
The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.
If any provision or portion of this Agreement is held invalid, illegal, void or unenforceable as it appears in this Agreement by reason of any rule of law, administrative or judicial provision or public policy, then such provision shall be construed as being enforceable to the extent such rule of law, administrative or judicial provision or public policy allows. All other provisions of this Agreement shall nevertheless remain in full force and effect. Neither of the parties shall be deemed to have waived any of its rights, powers or remedies hereunder unless the waiving party expresses such a waiver in writing.
Government End Use
If You are an agency or unit of the U.S. Government ("Government"), the Services is provided for ultimate Government use solely in accordance with the provisions of the Federal Acquisition Regulation ("FAR") and supplements thereto, including the Department of Defense ("DoD") FAR Supplement ("DFARS"), set forth in this Section. Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR ¤12.211 (Technical Data) and FAR ¤12.212 (Computer Software) and, for DoD transactions, DFARS ¤ 252.227-7015 (Technical Data - Commercial Items) and DFARS ¤ 252.227.7202-3 (Rights in Commercial Computer Software or
Computer Software Documentation). If the Government has a need for rights not conveyed under these terms, it must negotiate with the Company to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.
THE SERVICES, SITE AND ALL CONTENT, SUBMISSIONS, PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE, ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE SERVICE, SITE AND CONTENT, SUBMISSIONS, PRODUCTS AND SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. THE COMPANY, AND ITS AGENTS, PARTNERS, SUPPLIERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) ANY CONTENT OR SUBMISSIONS, INCLUDING, WITHOUT LIMITATION, ANY RESULTS, DATA, OR INFORMATION OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, OR COMPLETE; (B) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE CONTENT OR SUBMISSIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) THE RESULTS OF USING THE SERVICE, OR OBTAINING PRODUCTS THROUGH THE SERVICE, WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. NEITHER THE COMPANY NOR ITS AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS MAKES ANY WARRANTIES OF ANY KIND IN REGARD TO ANY CONTENT, SUBMISSIONS, OPINIONS, ADVICE AND ALL OTHER INFORMATION EXPRESSED OR POSTED BY USERS OF THIS SITE.
Copyright 2017, CreativApp LLC. Any rights not expressly granted herein are reserved by CreativApp LLC.