Online User Agreement

"Authorized User" means any of Your employees, agents, independent contractors or consultants who agree to be bound by the terms and conditions of this Agreement and who are authorized or otherwise designated or permitted by You to access and use the Express Retrieval Service pursuant to the License.

"Express Retrieval Software" means the proprietary Express Retrieval computer program including any updates or new releases thereto that enable You to access the Express Retrieval Service through Your personal computer.

"Express Retrieval Internet Site" means the Express Retrieval web sites located at www.ExpressRetrieval.com that enable You to access the Express Retrieval Service through the Internet. "Express Retrieval Services" means, collectively, the Express Retrieval Service and Enhancements thereto made available to You and any Authorized User from Express Retrieval from time to time.

"Express Retrieval Technology" means any know-how, processes, methodologies, specifications, designs, inventions, functionality, graphics, techniques, methods, applications, computer programs (including, without limitation, the Express Retrieval Software), user manuals, online documentation, products or other technology and materials of any kind used by NTC in connection with the performance of the Express Retrieval Service or made available by NTC to You, any Authorized User or any third party.

"Customer Service Searches" means those services that require human intervention of NTC personnel, including, without limitation, Express Retrieval Case Tracker and Search Assurance, together with such additional services NTC may make available from time to time.

"Enhancement" means any correction, modification, customization, revision, enhancement, improvement, update, upgrade, new release or other change to the Express Retrieval Service that is released generally by NTC for similarly situated users.

"Fee Schedule" means NTC's current fee schedule for access to and use of the Express Retrieval Service, as may be amended from time to time by NTC.

"Information" means the records, data, databases, documents, materials and other information accessible through the Express Retrieval Service.

"License" means the limited license granted to You to access and use the Express Retrieval Service under this Agreement.

"Proprietary Rights" means any patent, copyright, trademark, service mark, trade secret or other intellectual property right.

"Third Party Content" means any content, records, data, documents, materials or other information supplied to NTC pursuant to an agreement with a third party for inclusion as part of, or for use with, the Express Retrieval Service.

"Unauthorized Use" means any use, reproduction, distribution, disposition, possession, disclosure or other activity, including, without limitation, any bulk reselling involving any aspect of the Express Retrieval Service, the Express Retrieval Internet Site, the Express Retrieval Software, or Information that is not expressly authorized under this Agreement.

"User Identification" means the unique user identification name and password issued or otherwise assigned to each Authorized User for access to and use of the Express Retrieval Service.

2.2 No Attorney-Client Relationship. The Express Retrieval Services do not constitute or contain legal advice, nor are they intended to. NTC is not engaged in the practice of law or in providing legal services. Use of the Express Retrieval Service may require the application of professional expertise and judgment, for which You should consult an attorney licensed to practice in the appropriate jurisdiction.

2.3 Additional Limitations. You hereby acknowledge that NTC is not a consumer-reporting agency and does not undertake to assemble or evaluate, nor to make any selections, ratings or other judgments regarding any Information accessible through the Express Retrieval Service. You acknowledge that You will not use or permit the use of any Information obtained through the Express Retrieval Service, including Customer Service Searches, for purposes of granting or refusing credit to consumers, consumer credit monitoring or account review, consumer insurance underwriting, employment screening or any other purpose covered by the Fair Credit Reporting Act, 15 U.S.C. Sec. 1681, et seq., and similar state statutes.

4.2 Password. Each Authorized User will be issued or otherwise assigned a User Identification to access and use the Express Retrieval Service. You are solely responsible for tracking the User Identifications to specific Authorized Users and for ensuring the security and confidentiality of all User Identifications. You acknowledge that You are fully responsible for all liabilities incurred through the use of any User Identification and that any transaction under a User Identification will be deemed to have been performed by You. You will immediately notify NTC of any unauthorized use of any User Identification or any other breach of security known to You. Use of any User Identification other than as provided in this Agreement will be considered a breach of this Agreement by You.

4.3 Hours of Operation; Scope of Express Retrieval Services. NTC reserves the right at any time and without prior notice to You to change the Express Retrieval Service' hours of operation or to limit Your access to the Express Retrieval Service in order to perform repairs, make modifications or as a result of circumstances beyond NTC?s reasonable control. NTC may add or withdraw products or services to or from the Express Retrieval Service from time to time. You acknowledge that NTC has no obligation to maintain or provide any updates or new releases to the Express Retrieval Software.

4.4 Privacy Statement. NTC believes strongly in protecting user privacy and providing You with notice of NTC?s collection and use of data, including personal identifying information, collected on the Express Retrieval Internet Site. Please refer to the NTC Privacy Statement for information regarding how NTC uses and collects information.

5.2 Your Responsibility. You are ultimately and fully responsible for payment to NTC of all fees, charges and other amounts (including, without limitation, any statutory filing or other court fees), whether or not You are incurring such fees, charges or other amounts on Your own account or on behalf of Your client. All amounts payable under this Agreement are denominated in United States Dollars and You will pay all such amounts in lawful currency of the United States. NTC reserves the right to change its generally applicable fees or its method of measuring usage, or both, at any time without prior notice.

5.3 Payment Terms. Unless You and NTC separately agree to different payment terms, You will pay for the fees, charges and other amounts for Your and Your Authorized Users' use of the Express Retrieval Service by credit card. When You register for the Express Retrieval Service, You will be prompted to enter Your credit card information. NTC accepts Visa, Mastercard, Discover and American Express Cards. At the time You place your order, NTC will charge your credit card with the Research Service Fee plus fifteen percent (15%) to cover any expenses that may be incurred on Your behalf. [Any fees, charges or other amounts not paid within thirty (30) days after the invoice date are thereafter and until paid subject to finance charges of one and one-half percent (1.5%) per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. Payment of such finance charges will not excuse or cure Your breach or default for late payment. Further, You will reimburse any costs or expenses (including, but not limited to, reasonable attorneys' fees) incurred by NTC to collect any amount which is not paid when due.]

5.4 Suspension of Services. If You fail to pay any amount under this Agreement when due, in addition to any other remedies available at law or in equity, NTC will have the right, in its sole discretion, to immediately suspend the License and Your and Your Authorized Users' access to and use of the Express Retrieval Service.

5.5 Taxes. Unless otherwise specified in writing, the fees, charges and other amounts payable to NTC under this Agreement do not include any taxes, customs, duties, surcharges or other charges assessed or imposed by any governmental authority (including, without limitation, any court accessible through the Express Retrieval Internet Site) other than taxes imposed on NTC?s net income. You will pay or reimburse NTC for all such charges upon demand or provide certificates or other evidence of exemption.

6.2 Protection of Proprietary Rights. You will not infringe or violate, and will take appropriate steps and precautions for the protection of, NTC?s Proprietary Rights. Without limiting the generality of the foregoing, You will (a) maintain access and use restrictions sufficient to prevent any Unauthorized Use; (b) not make the Express Retrieval Service, the Express Retrieval Internet Site, the Express Retrieval Technology or Third Party Content available to any third party without the prior written consent of NTC; and (c) otherwise use Your best efforts to prevent any Unauthorized Use. You will immediately notify NTC of any Unauthorized Use that comes to Your attention and cooperate with NTC to investigate and prevent the same. In the event of any Unauthorized Use relating to Your activities, any Authorized User or any of Your representatives, You will take all steps reasonably necessary to terminate such Unauthorized Use.

6.3 Infringer Policy. NTC respects the intellectual property of others, and expects its Express Retrieval users to do the same. NTC may, in appropriate circumstances and at its own discretion, limit access to the Express Retrieval Internet Site and/or terminate your account if You or any of Your Authorized Users' infringe the intellectual property rights of others. Any person who believes that any Information available through the Express Retrieval Internet Site infringes upon any copyright owned or controlled by such person, or that any link on the Express Retrieval Internet Site directs users to another Web site that contains such infringing material may file a notification of such infringement with NTC. Notices to NTC regarding any alleged copyright infringement should be directed to the NTC General Counsel's Office at 2100 Alt. 19 North, Palm Harbor, FL 34683, or 727-771-6772, or by sending an email to legalnotices@expressretrieval.com.

7.2 DISCLAIMER. THE LICENSE, EXPRESS RETRIEVAL SERVICES, THE EXPRESS RETRIEVAL INTERNET SITE, EXPRESS RETRIEVAL TECHNOLOGY, INFORMATION AND ALL SOFTWARE, SERVICES AND OTHER ITEMS PROVIDED THEREIN ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NTC, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OWNERS, SUPPLIERS AND THE PROVIDERS OF THIRD PARTY CONTENT, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ERROR, DEFECT, DEFICIENCY, INFRINGEMENT OR NONCOMPLIANCE IN THE EXPRESS RETRIEVAL SERVICES, THE EXPRESS RETRIEVAL INTERNET SITE, EXPRESS RETRIEVAL TECHNOLOGY, INFORMATION OR ANY SOFTWARE, SERVICES OR OTHER ITEMS PROVIDED BY, THROUGH OR ON BEHALF OF NTC UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NO INFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE).

7.3 Third Party Content, Software and Services. Except as otherwise agreed upon by the parties in writing, the warranties, obligations and liabilities of NTC and Your remedies with respect to any Third Party Content, software or services will be limited to whatever recourse may be available against the third party provider of such Third Party Content, software or services and ARE SUBJECT TO ALL RESTRICTIONS AND OTHER LIMITATIONS AS MAY BE DISPLAYED IN OR REFERENCED BY SUCH THIRD PARTY CONTENT, SOFTWARE OR SERVICES.

8.2 Indemnification. You will defend, indemnify and hold harmless NTC and its directors, officers, employees, owners and agents from and against any and all claims, costs, losses, damages, judgments and expenses (including reasonable attorneys' fees) arising out of or in connection with (a) any claim alleging any breach of any of the foregoing warranties or any other provision of this Agreement; (b) any damage arising from causes beyond the control or without the fault or negligence of NTC; (c) any use by You or Your Authorized Users, customers or clients of the Information, Third Party Content or any other software, services or other items provided under this Agreement.

9.2 No Consequential Damages. NEITHER NTC NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OWNERS, SUPPLIERS AND THE PROVIDERS OF THIRD PARTY CONTENT WILL BE LIABLE TO YOU OR ANY OF YOUR AUTHORIZED USERS, CUSTOMERS OR CLIENTS FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE, DATA, BUSINESS OR USE) EVEN IF NTC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM OR RELATED TO ANY PROVISION OF THIS AGREEMENT, THE LICENSE, EXPRESS RETRIEVAL SERVICES, THE EXPRESS RETRIEVAL INTERNET SITE, THE EXPRESS RETRIEVAL TECHNOLOGY, INFORMATION OR ANY SOFTWARE, SERVICES OR OTHER ITEMS PROVIDED IN CONNECTION THEREWITH, OR THE FAILURE OF NTC TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE BY NTC.

9.3 Limitation of Liability. IN NO EVENT WILL THE AGGREGATE LIABILITY OF NTC WITH REGARD TO THE LICENSE, EXPRESS RETRIEVAL SERVICES, INFORMATION AND ANY OTHER ITEMS OR SERVICES PROVIDED OR FAILED TO BE PROVIDED UNDER THIS AGREEMENT EXCEED THE COMPENSATION PAID BY YOU TO NTC UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE ACCRUAL OF SUCH CLAIM. YOUR RIGHT TO MONETARY DAMAGES UP TO THAT AMOUNT WILL BE IN LIEU OF ALL OTHER REMEDIES THAT YOU OR YOUR AUTHORIZED USERS MAY HAVE AGAINST ANY COVERED PARTY.

11.2 Assignment. This Agreement, and the License granted hereunder, may not be assigned by You to any third party. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.

11.3 No waiver. Waiver of any breach of any term or condition of this Agreement will not be deemed a waiver of any prior or subsequent breach.

11.4 Termination. Notwithstanding any of these terms and conditions, NTC reserves the right, without notice and in its sole discretion, to terminate Your License, and to block or prevent future access to and use of the Express Retrieval Service by You or Your Authorized Users. Unless such termination is at Your request or is due to Your breach, NTC will refund any fees prepaid by You with respect to periods following the effectiveness of such termination. You will be responsible for paying NTC any amounts owed for Your and Your Authorized Users' access to and use of the Express Retrieval Service prior to the effectiveness of such termination. Upon termination, You will immediately discontinue use of the Express Retrieval Service.

11.5 Severability. This Agreement will be enforced to the fullest extent permitted by applicable law. If any provision of this Agreement is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed and reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision; and (b) such invalidity or unenforceability will not affect any other provision of this Agreement.

11.6 Questions and Contact Information. General questions or comments about the Express Retrieval Internet Site or the Express Retrieval Service may be directed to NTC?s Customer Service, by phone: 800-346-9152 or by postal mail at Nationwide Title Clearing, Inc., 2100 Alt. 19 North, Palm Harbor, Florida 34683.

11.7 Applicable Law; Jurisdiction and Venue. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Florida, U.S.A., without reference to its choice of law principles to the contrary. The 1980 UN Convention on Contracts for the International Sale of Goods or its successor will not apply to this Agreement. You hereby consent to the jurisdiction and venue of the state and federal courts located in Pinellas County, State of Florida, U.S.A., with respect to any claim arising under or by reason of this Agreement. You will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement except in such courts.

11.8 Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement, and this Agreement replaces and supersedes any prior verbal understandings, written communications or representations on the subject matter hereof.