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Transaction Management System

Terms of Service

Welcome to Paperless Pipeline

Paperless Pipeline is a proprietary service (as it may be updated from time to time, the "Service") offered by Paperless Pipeline LLC, an Iowa corporation ("our", "us", or "we") that is designed to enable you to manage real estate transaction paperwork online.

Customer's Acceptance of this Agreement

Before we can permit use of the Service, it is important to us that we have a common understanding concerning the terms and conditions that govern such use. This document and the documents that we incorporate by making reference to them here, like our privacy policy ("Privacy Policy") and pricing and terms set forth on the fee schedule ("Fee Schedule"), together set forth and establish our common understanding about your use of the Service (together, the "Agreement") on behalf of you or your organization (hereinafter, the "Customer").

When you create an account, you agree on behalf of Customer to be bound by this Agreement. Customer is only authorized to access or use the Service as a Customer under these terms. Please read this Agreement carefully and save it. If you would like a copy for your records, you can request one by emailing us at help@paperlesspipeline.com. If you would like us to send you a copy of it, you can request that by sending us an email at help@paperlesspipeline.com. If Customer does not agree with it, Customer should not use the Service.

Representations About Customer

You represent and warrant to us that you have the power and authority to enter into this Agreement on behalf of Customer. Also, you represent and warrant that the information that you provide to us about Customer or its account in connection with the Service will be current, true, accurate, supportable, and complete.

Authorized Users

Customer may allow Customer's employees, independent contractors, and agents to use the Service on behalf of Customer ("Authorized Users"). As a condition to such use, Authorized Users shall abide by the terms set forth herein. Customer and Authorized Users shall immediately notify us in the event that Customer or an Authorized User becomes aware of any violation of the terms of this Agreement. Customer shall be liable for any breach of the Agreement by any Authorized User. Customer and all Authorized Users will protect the confidentiality of all account information, including usernames and passwords, and will not share such information with any person.

Content

We do not claim ownership rights in the documents, text, files, images, links, works of authorship, or any other materials that Customer uploads, downloads, stores, or shares via the Service (collectively, "Content"). However, by uploading, downloading, storing or sharing Content through the Service, Customer hereby grants us and our third party partners a license under any of Customer's applicable intellectual property or other rights protecting the Content for the purpose of transmitting or storing them in connection with the Service. We reserve the right to remove any of the Content from the Service in our sole discretion if we determine that it may infringe another party's rights, this Agreement, our policies, or applicable law. We may also delete, without liability, any Content or Data that remains in our Service more than 60 days after Customer's failure to pay or any termination or suspension of the account.

Customer Representations About the Content

It is important to us that Customers do not use the Service to infringe or violate the rights of others. As such, Customer represents and warrants to us that to Customer's knowledge, Customer has the right to share and store the Content via the Service.

Reservation of Rights with Respect to the Service

We reserve all rights in and to the Service and all related intellectual property not expressly granted under this Agreement. If Customer or any Authorized User submits comments, suggestions, or other feedback regarding the Service ("Feedback"), We will be free to use such Feedback for any purpose.

Restrictions on Customer's Use of the Service

Customer may not rent, lease, lend, sell, redistribute, reproduce, or sublicense the Service. Customer may not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof. Customer shall not exploit the Service in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity.

Limitations on Availability

The Service or some aspects thereof may not be available in all languages or in all countries. We make no representation that the Service is available or permitted in any particular location. Use of the Service is void where prohibited. Customer uses the Service at its own initiative and is responsible for compliance with any applicable laws. We may also impose limits on the use or access to the Service as required by law.

Support and Maintenance

We will provide Customer with a commercially reasonable amount of email support regarding use of the Service. Scheduled system maintenance shall take place from time to time, and during such time, the Service may be unavailable. Emergency maintenance may be required at other times in the event of system failure. We make no guarantees about Service uptime.

Termination

This Agreement is effective until terminated by Customer or us. Customer's right to use or access the Service will terminate automatically without notice from us if Customer or any Authorized User fails to comply with any term(s) of this Agreement. Upon termination of the Agreement, Customer and its Authorized Users shall cease all use of or access to the Service. Customer acknowledges that except to the extent we otherwise agree in writing or in the Supplemental Terms (defined below), we may restrict, modify, or terminate Customer's access to the Service, without liability, for our convenience; provided that if we terminate this Agreement for our convenience we will refund a pro rata portion of any pre-paid fees. You may cancel the Service at any time by sending an email requesting cancellation to help@paperlesspipeline.com. Your cancellation will be effective as of the end of your monthly billing cycle as long as you notify us at least 7 days before the end of the cycle. Otherwise, the cancellation will be deemed given in the following month.

Supplemental Terms

To enjoy certain aspects of the Service, additional terms may apply. We will present supplemental terms and conditions for review and acceptance at the time you undertake such activity within the Service, and any such supplemental terms (each, "Supplemental Terms") shall become part of this Agreement. You are hereby further acknowledging and agreeing that in the event of any conflict between the terms hereof and any Supplemental Terms, the Supplemental Terms shall govern with respect to the matters contemplated thereby.

Disclaimer of Warranties

To the maximum extent permitted by applicable law, the service is provided "as is" and "as available", with all faults and without warranty of any kind, and we hereby disclaim all warranties and conditions with respect thereto, either express, implied, or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and of noninfringement of third-party rights. We do not warrant against interference with Customer's enjoyment of the service, that the functions contained in or services performed or provided by the service will meet customer's requirements, that the operation of the service will be uninterrupted or error-free, or that defects in the service will be corrected. No oral or written information or advice that we give shall create a warranty. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply.

Limitation of Liability

In no event shall we or our affiliates be liable for any incidental, special, indirect, or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption, or any other commercial damages or losses, arising out of or related to customer's use or inability to use the service, however caused, regardless of the theory of liability (contract, tort, or otherwise) and even if we have been advised of the possibility of such damages. In no event shall we or our affiliates have liability to customer for damages in excess of the amount of twenty-five dollars ($25) or the amount customer paid for the services in the six (6) months preceding the claim. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. Some jurisdictions do not allow the limitation of liability or exclusion of certain damages, so this limitation may not apply to customers.

Confidentiality

The data and the files that Customer enters into the service shall, except to the extent provided herein, constitute the confidential information of Customer ("Confidential Information"). Except as is set forth herein, we agree not to disclose your Confidential Information and agree only to use the Confidential Information in connection with the Service. We may disclose Confidential Information as may be required by law or pursuant to court order. Confidential Information shall not include any information which (i) is now, or hereafter becomes, through no act or failure to act on our part, generally known or available to the public without breach of this Agreement by us; (ii) was acquired by us without restriction as to use or disclosure before receiving such information from the disclosing party; (iii) is obtained by us from a third party authorized to make such disclosure; or (iv) is independently developed by us without use of or reference to your Confidential Information.

Data Ownership

Customer shall own all right, title, and interest in and to the data that is collected by us from Customer in connection with Customer's use of the Service ("Data"). Customer grants and agrees to grant us a perpetual, non-exclusive license to use such Data (a) in order to provide Service to Customer; (b) for statistical use (provided that such data is not identifiable to Customer); and (c) as necessary to monitor and improve the Service. Customer acknowledges that to the extent that it transmits account or payment information via the Service in payment therefore, such data may be governed by the terms of third party payment processors.

Export and Other Restrictions

Customer may not use or otherwise export or re-export the Service or elements thereof except as authorized by United States law and the laws of the jurisdiction in which the Service was accessed or obtained. In particular, but without limitation, the Service may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Application, Customer represents and warrants that it is not located in any such country or on any such list. Customer also agrees that it will not use the Service for any purposes prohibited by applicable law.

The Service and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

Consent to Receive Commercial E-Mail

We may need to be able to communicate with Customer about the Service and would like to make certain commercial offers available to Customer from time to time. You consent on behalf of customer and authorized users to receive commercial emails from us and/or our partners, and acknowledge and agree that your primary email addresses and other information may be used for the purposes of initiation of commercial email messages. We will allow Customer to opt out of receiving some of these messages, but in order to stop receiving any messages from us whatsoever (including administrative messages regarding the Service), Customer will need to terminate its account.

Modifications

We may modify the terms of this Agreement from time to time. Any such modification shall be effective when we notify Customer of the modification (via an update to the terms delivered via email or through the Service) and Customer subsequently signifies its acceptance or uses the Service.

Fees

Service fees and pricing are set forth in the Fee Schedule. We may update the pricing at any time by providing you with notice by email or through the Service. Unless otherwise stated in our notice, updated prices will apply to Services for the monthly billing cycle following the delivery of such notice. All fees are due and payable in U.S. dollars and are exclusive of applicable sales, excise, use, or similar taxes. Customer shall pay all such taxes directly or to us, as required by applicable law.

Payment Terms

Your account is automatically billed once per month, in advance, on the day of your billing cycle. You can upgrade or downgrade anytime provided your current monthly usage falls within the limits of the new plan. If you upgrade or downgrade, your changes will take effect immediately and you'll pay the new rate amount on your next billing date. You will not be charged a pro-rated amount for changes made between billing cycles. There are no refunds for past charges. We also do not give pro-rated or partial refunds. If you cancel your account, you will not be billed again. We accept Visa, MasterCard, and American Express. Upon failure of a monthly credit card charge, we will make up to two additional attempts to run the charge 3 days and 6 days after your billing due date. After a third failed attempt, we will immediately suspend your account. We will make an attempt to notify Customer via e-mail of each failed charge attempt. We may also, in our discretion and in addition to any other remedies we may have, suspend your and your Authorized Users' access to the Service.

Upon account cancellation, we will erase all your data from the system within 3 weeks. You are responsible for ensuring you have any necessary local backups of your data before requesting cancellation.

Third Party Offerings

Similarly, to enjoy certain third party offerings, certain third party terms (each, "Third Party Terms") may apply. Third Party Terms will be presented for review and acceptance at the time that Customer undertakes such activity within the Service, and any such Third Party Terms shall constitute an agreement between Customer and such third party. We are not responsible for such third party offerings.

Force Majeure

Neither party shall be in default for failing to perform any obligation here under, other than the payment of any monthly fees that Customer owes Paperless Pipeline, if such failure is caused by supervening conditions beyond the parties' respective control, including without limitation, Acts of God, illegal acts of third parties, civil commotion, strikes, terrorism, failure of third party networking equipment, failure of the public Internet, power outages, labor disputes, or governmental demands.

Miscellaneous

The laws of the State of Iowa, excluding its conflicts of law rules, govern this license and Customer's use of the Service. Use of the Service may also be subject to other local, state, national, or international laws. This Agreement constitutes the entire agreement between us regarding use of or access to the Service. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. "Paperless Pipeline" and all associated logos displayed within the Service are our trademarks (unless otherwise noted). This Agreement operates to the fullest extent permissible by law. We may freely transfer or assign this Agreement and any of our rights or obligations hereunder. Customer may not transfer or assign this Agreement or any of its rights or obligations hereunder without our prior written consent, and any attempt to do so shall be null and void. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Contact Us

We can be reached at 8480 Lakeshore Drive, Dexter, IA 50070 or by email at help@paperlesspipeline.com.

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