Welcome to ClosingCounsel.com

WEB SITE SERVICES AGREEMENT
(12 month term)
This Web Site Services Agreement is entered by and between Client (as identified in the Web Site Services Order Form, referred to as "Client") and ClosingCounsel.com, LLC, a Massachusetts Limited Liability Company ("Provider"). This Agreement provides the terms and conditions under which Provider will produce Client's Web Site (the "Site"), provide access to Provider's web applications, and make the Site available on the Internet.
1. Definitions. Content. "Content" means all text and graphic materials provided by Client to Provider for publication at Client's Site. "Content" does not include any materials or data provided by Provider or third party materials to which a hyperlink is provided from the Site. Client is responsible for verifying the accuracy of Content, both before and after same is posted to its Site.
User Interface. "User Interface" means the presentation and arrangement of the Content and all associated elements, coding and command sets, and online screen displays (such as screen designs, formats, text, hyperlinks, layouts, typesets, coloration and graphics), provided by Provider under this Agreement.
Provider Materials. "Provider Materials" means all utilities, tools and programs provided by Provider or developed by Provider under this Agreement that are used to facilitate storage of the Content and the User Interface on Provider's server and to facilitate transmission of the Content and User Interface to Internet users of the Site, as well as Provider's web-based applications as the same have been ordered by Client from time to time, including Provider's online title ordering and status reporting application (the "Applications").
2. Client's Obligations. Delivery of Content to Provider. Client will provide all information required by Provider, and shall deliver to Provider in electronic form (any mutually-agreeable format, including Microsoft Word or Wordperfect files) the Content to be made available initially on Client's Site within ten (10) days after submission of the Web Site Services Order Form. Client will be responsible for obtaining all licenses and permissions if any are required to distribute the Content as contemplated hereunder. Client is responsible for complying with any applicable terms and conditions in connection with any requested link from the Site to other web sites.
Site Address. If requested by Client, Provider shall assign Client an address within its domain (e.g., SmithandJones.ClosingCounsel.com) during the term of this Agreement; provided that Provider shall maintain and control ownership of all IP and URL addresses within its domains (including, www.closingcounsel.com) that it assigns to Customer, and reserves the right to change or remove any and all such IP numbers and URL addresses. If Client desires to obtain its own domain name, Client may obtain the same and provide registration information to Provider, or at Client's request Provider shall assist Client in its registration (in which case Client shall be responsible for Provider's fees in connection therewith as well as any 3^rd party [e.g., Network Solutions] domain name registration fee for each domain name registered to Client). If Client has an existing domain name, Client may request that Provider designate Client's domain name as the address of Client's Site and facilitate transfer of the same. As between Client and Provider, Client shall own all right, title and interest in its Domain Name.
3. Provider's Obligations. Provision of User Interface. Provider shall provide an User Interface incorporating those features in the Web Site Package contracted for by the Client. Any additional services or features shall be subject to applicable charges as may be in effect from time to time by Provider. Client will review and approve the User Interface within ten (10) days following Provider's notification to Client of its completion. Client is permitted one set of revisions submitted electronically before the release of the Site. Within ten (10) days of the later of Client's approval of the User Interface or Domain Name configuration or other required approvals, Provider will make the Content and User Interface available on the Internet.
Provision of Service. Provider will, during the term of this Agreement, store the User Interface and Content on a server and provide other services necessary to allow Internet users who are authorized by Client to do so to access Client's Site and access the Provider's Applications, as applicable.
Updates and Modifications. Subject to applicable charges as may be in effect from time to time, Client may request updating and supplementing of the Content and modifying of the User Interface to the extent such services are offered by Provider, and adding the use of additional Applications to the Site, if applicable.
4. Term and Termination. Term and Renewal. This Agreement will become effective upon receipt and acceptance by Provider of the Client's Web Site Services Order Form (the "Effective Date") and will continue in force for twelve months commencing on the date on which the Site is initially made available to the general public by Provider on the Internet or thirty (30) days after the Effective Date (subject to any delays caused by Provider) whichever occurs first ("Initial Term"). Thereafter, renewal will be automatic for successive one-year Terms at Provider's then current fees and subject to terms and conditions then in effect (as posted on Provider's web site), unless either party gives notice of non-renewal to the other party at least sixty (60) days in advance of any renewal date, including the first renewal date. This Agreement may not otherwise be cancelled by Client during the then-current Term.
Other Events of Termination. Notwithstanding the foregoing, either party may terminate this Agreement immediately upon giving notice of termination to the other party upon the occurrence of any of the following events: (i) the other party failing to cure a material breach hereof committed by it within thirty (30) days after receiving notice; (ii) the filing against the other party under bankruptcy or insolvency laws, for reorganization, receivership or dissolution, or similar proceedings, which proceedings are not dismissed within 60 days; (iii) the other party becoming insolvent; or (iv) either party ceasing to do business or to do business relevant hereunder.
Obligations Upon Termination. Upon termination of this Agreement, Provider may promptly delete the Content and the User Interface from Provider's server. THE CLIENT SHALL HAVE NO FURTHER RIGHT TO THE USE OR TRANSFER FOR USE OF THE USER INTERFACE. If the domain name has been registered by Provider and Client so elects, Provider will consent as may be required to transferring the Client's domain name to Client's new Web provider, at its applicable fee.
5. Fees and Payment. Client agrees to pay Provider the charges specified in the Attachment to its Web Site Services Order Form, as well as any additional charges as may be in effect from time to time for any additional services requested by Client and provided by Provider ("Charges"). Initial Setup fees are due and payable on the Effective Date, together with the first month's monthly Site service fee. Domain name registration fees and fees for other additional services requested by Client are due and payable as and when requested. Thereafter, monthly Site service fees are due in advance commencing on that day which is one month after the commencement date of the Initial Term and on the same calendar day of every month thereafter. All Charges payable under this Agreement shall be by credit card, and the submission of credit card information to Provider constitutes authorization by Client for Provider to bill the specified credit card each month and as otherwise applicable for all fees owed by Client to Provider hereunder; provided that Client may, on sixty (60) days written notice to Provider, cancel its authorization to bill the specified credit card with respect to further charges. In the event Client so cancels its authorization, all unmatured installments for the balance of the then-current Term shall become due and payable and shall be paid by bank check within ten (10) days after notice of such canceled authorization. Any account past due shall be subject to termination of this Agreement and/or suspension of service and a service resumption fee equal to two months' monthly service fee (which service resumption fee shall not be billed to Client's credit card without the specific consent of Client).
All Charges are exclusive of sales, use, ad valorem, personal property and other applicable taxes, which are the responsibility of Client. If full payment of any charges billed as described above is not made, Client may thereafter be charged up to the maximum legal interest on any unpaid balance. If any charges remain unpaid, all unmatured installments for the balance of the then current Term shall become due and payable at the option of Provider. Client shall reimburse Provider for all costs of collection, including court costs and collection agency or attorney fees. All Charges are payable in United States dollars. No costs of collection shall be billed to Client's credit card.
Provider reserves the right to change rates and otherwise modify the terms and conditions of this Agreement and will provide Client with thirty (30) days notice in advance of the effective date of change by posting such changes on its web site; provided that there shall be no change in the Initial Setup Fee or the monthly Site service fee during the then current Term.
6. Ownership. The parties agree that, as between Client and Provider, (i) the User Interface and Provider Materials are the exclusive property of Provider, together with any designs, object and source codes and data owned by Provider, and (ii) the Content is the exclusive property of Client. The parties agree that, during the term of this Agreement and thereafter, neither party shall have the right to disclose or provide to any third party or otherwise use the property of the other party, except as expressly provided in this Agreement or as necessary for the parties to perform their obligations or exercise or enforce their rights hereunder. Provider grants Client a non-exclusive, non-transferable license during the Term to use the Applications which Client has ordered, only on Provider's servers in the manner and for the purposes contemplated herein. All such licenses shall terminate upon the termination of this Agreement. Client shall not post to another site, reproduce, modify, create derivative works, reverse engineer, transmit, publish, sell or distribute by any means, method or process whatsoever, now known or hereafter developed, any of the Provider Materials or Applications, or use them to establish its own service bureau providing online title ordering and status reporting services to third parties.
7. Hosting Policies. Client shall abide by Provider's Site hosting policies which may be in effect from time to time. Client shall not send unsolicited bulk E-mail from or relating to the Site.
8. Internet Users' Materials. Notwithstanding any other provision of this Agreement, if any Applications requested by Client permit Internet users to provide data, information, files and/or other materials (collectively "User Materials") to the Site, Client agrees that Client shall be responsible for User Materials and that Provider disclaims all responsibility for User Materials. Client agrees to defend, indemnify and hold harmless Provider, its affiliates and its agents from and against any and all third party claims, actions, causes of action, liabilities, damages, cost and expenses, including attorneys' fees, arising out of or related to User Materials within a reasonable time period, provided, however, that if, with certain Site features, Client has the ability to delete User Materials, then Client shall be solely responsible for any deletion of any such User Materials. Without limiting the foregoing, Provider reserves the right to, at any time, delete User Materials which Provider reasonable believes, in light of facts and information made known to it, may result in liability to any third party and as necessary for file maintenance. Client (and its clients and other authorized users) are responsible for maintaining the confidentiality of passwords in connection with the use of the Site.
Information collected by the Provider is stored in secure operating environments that are not available to the public. Provider is dedicated to maintaining and upholding Client privacy and security. Unfortunately, no data transmission over the Internet can be guaranteed 100% secure. As a result, while Provider strives to protect client information, Provider cannot ensure or warrant the security of any information transmitted to or from Provider's online Applications or services, and Client does so at its own risk.
9. Representations and Warranties. Client represents and warrants to Provider that it has full power and authority to provide and use the Content as contemplated hereunder and that such provision and use of the Content does not and will not violate any copyrights, trade secrets or other proprietary rights of any third party or create any liability to any third party. Client further warrants and represents that the Content does not contain any matter that is defamatory or which may cause injury or result in damage to any third party and that the Content does not contain any matter that is false or deceptive.
Client also represents and warrants that it will comply with all applicable laws, rules, and regulations in its performance under this Agreement. Client shall defend, indemnify and hold harmless Provider from and against any and all third-party claims, actions, causes of action, liabilities, damages, costs, and expenses, including attorneys' fees, arising out of or related to the Content or use of the Site by any party.
10. Disclaimer of Warranties. Client acknowledges that certain software used by Internet users may not be capable of supporting certain features or functionalities which may be included in the User Interface. Provider shall have no liability whatsoever for any claim(s) relating to any Internet user's inability to access the Site properly or completely or for any claim(s) relating to any errors or omissions in the Content. THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CLIENT'S USE OF THE SERVICES IS AT ITS OWN RISK. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
11. Limitation of Liability. PROVIDER'S, ITS AFFILIATES' AND ITS AGENTS' ENTIRE LIABILITY HEREUNDER, IF ANY, FOR ANY CLAIM(S) FOR DAMAGES RELATING TO THIS AGREEMENT WHICH ARE MADE AGAINST THEM, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), SHALL BE LIMITED TO THE AMOUNT OF CHARGES PAID BY CLIENT RELATIVE TO THE PERIOD OF OCCURRENCE OF THE EVENTS WHICH ARE THE BASIS OF THE CLAIM(S). IN NO EVENT WILL PROVIDER, ITS AFFILIATES OR ITS AGENTS BE LIABLE FOR ANY LOST PROFITS OR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT OR RELATING IN WHOLE OR IN PART TO CLIENT'S RIGHTS HEREUNDER OR THE USE OF OR INABILITY TO USE THE CONTENT, THE USER INTERFACE, PROVIDER MATERIALS, APPLICATIONS OR THE SITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Limitation of Claims. Except for claims relating to Charges, no claim, regardless of form, which in any way arises out of this Agreement, or the use of, or inability to use, the User Interface, Content, Provider Material or the Site, may be made, nor action based upon such claim brought, by either party more than one year after the basis for the claim becomes known to the party desiring to assert it.
13. Notices. All notices hereunder must be given in writing or by e-mail to Provider by e-mail at info@closingcounsel.com or 20 William Street, Wellesley, MA 02481, and to Client in writing or by email at the principal address in the Site or Web Site Services Order Form, or by such other means as the parties mutually agree.
14. Entire Agreement; General Provisions. This Agreement comprises the entire understanding between Provider and Client with respect to, and supersedes any prior understanding or agreement, oral or written, relating to, the subject matter hereof. This Agreement will be governed by and construed under the laws of the Commonwealth of Massachusetts. Any controversy, claim or other dispute arising out of this Agreement or relating to the subject matter hereof shall be decided by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any award rendered by the arbitrator shall be final and binding on all parties, and judgment may be entered thereon in any court having jurisdiction thereof. The arbitration shall be held in the Boston, Massachusetts metropolitan area. Client may not resell, assign or transfer any of its rights or obligations under this Agreement, in whole or in part, without Provider's prior written consent, and any attempt to so resell, assign or transfer will be null and void. Should any provision of this Agreement be held void, invalid, unenforceable or illegal by a court of law, the remaining provisions will remain valid and enforceable. Failure to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision. All of the provisions of this Agreement which may have applicability after the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.