Terms and Conditions of Service

DealBinder, LLC (“DealBinder”) provides services, including, without limitation, certain records and document search, retrieval and filing services and the use of an online portal through which you may view your order and input notes and other materials in your personal dashboard (the “Services”) including via the DealBinder website (the “Site”), subject to the following provisions contained in these Terms and Conditions of Service (the “Terms”).  By  using the Services or placing an order and/or registering for the Services, you (the “Customer”) agree to be bound by and abide by the Terms.  The DealBinder Privacy Policy and Website Terms of Use are incorporated by reference herein.  DealBinder may change the Terms or any part thereof at any time from time to time.  Customer’s use of any of the Services indicates Customer’s continued acceptance of the Terms.

Fees.  Customer assumes liability for all charges incurred as a result of any and all services performed or caused to be performed by DealBinder on Customer’s behalf or at Customer’s direction.  All charges are due and payable upon receipt of invoice provided by DealBinder.

No Legal Advice.  DealBinder does not provide legal advice of any kind or exercise legal judgment on behalf of Customer or any third party, nor is it engaged in rendering accounting or other professional services.  If legal advice or other expert assistance is required, Customer should seek the services of Customer’s own legal counsel or other competent professional to determine Customer’s rights, responsibilities or the best course of action under the particular facts and circumstances of Customer’s situation.  Under no circumstances does provision of the Services or any communication with DealBinder or suggestions given by DealBinder or any of its principals, managers, employees, or agents, regarding the Services, or any order or potential order, create an attorney-client relationship or constitute legal advice.

No Insurance or Liability Coverage.  DealBinder does not provide insurance or other liability coverage with respect to information provided to or obtained by DealBinder or in connection with or as the result of DealBinder’s Services.

Accuracy and Completeness.  DealBinder relies on the accuracy of public records maintained by government officials.  DealBinder does not independently verify filing office information and makes no warranty of any type regarding the accuracy of filing office data, indexing of particular records, or reasons for rejection.  Customer agrees to hold DealBinder harmless from and against any claims arising from error or omission within reports provided to or by DealBinder in connection with Services provided to Customer, whether fault lies with DealBinder or any of its agents or subcontractors, with the government agency or personnel that populates or maintains the relevant database, or with the filer or retriever of any particular document.

Customer acknowledges its understanding that:

(i)     there is no assurance that any search conducted by or at the direction of DealBinder will uncover all items filed, and Customer assumes such risk;  

(ii)   the ability to search public records may be limited, restricted, or unavailable in some jurisdictions;

(iii)  some searching, filing and reporting may actually be performed by federal, state and local agencies or private companies or individuals that subcontract with DealBinder whose performance is not directly supervised by DealBinder and whose services may be provided subject to provisions such as disclaimers and/or limitations of liability that may be binding on DealBinder and Customer, and DealBinder has no way to detect errors or omissions made by such parties, their computer systems or databases; and

(iv)  it is solely Customer’s responsibility to determine and comply with applicable law.

Scope.  DealBinder cannot determine the appropriate breadth or scope of any search or filing by Customer or advise Customer as to what should or should not be searched or filed in order to achieve Customer’s goals. While DealBinder may discuss searches and filings with Customer and make suggestions, these suggestions are not and should not be construed as legal advice.  In addition, DealBinder does not in any way represent or warrant that it has any obligation to provide advice or that suggestions given by DealBinder will result in locating all relevant records or documents.

DealBinder may provide forms via its website or other medium with options to select government indices, jurisdictions or locations available to search liens, litigation, and other public records in order to assist Customer in organizing a search request.  However, it is solely Customer’s responsibility to determine which jurisdictions and indices should be searched, to communicate such information to DealBinder, and to indicate to DealBinder any additional jurisdictions required, regardless of whether such jurisdictions may be selected via a form provided by DealBinder on its website or through other communication with Customer.  By use of any such form, Customer acknowledges and agrees that DealBinder assumes no liability whatsoever pertaining to the search or filing choices selected or omitted, and Customer agrees to indemnify and hold harmless DealBinder in any proceeding, claim or event resulting from said choices.

DealBinder may, in its sole discretion, search for (or cause a search to be performed for) one or more portions or variations of a name; however, it undertakes no obligation to do so.  If DealBinder undertakes to do so, there can be no assurance that it will accurately determine the precise portion(s) or variation(s) of the name that will uncover all filings that have been made with respect to the subject of the request.

Results and Reports.  ANY AND ALL REPORTS OR SUMMARIES FURNISHED BY DEALBINDER TO CUSTOMER, INCLUDING, BUT NOT LIMITED TO, THOSE PROVIDED VIA E-MAIL, MAIL, TELEPHONE, FAX, OR VIA CUSTOMER’S DASHBOARD ON THE DEALBINDER WEBSITE, ARE PROVIDED FOR CONVENIENCE ONLY AND DEALBINDER MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OF SUCH REPORTS AND SUMMARIES.  Such reports and summaries provided in connection with services rendered to Customer will contain information received in response to the specific search, filing or document retrieval requested by Customer.  Except as otherwise provided herein, DealBinder will perform a search, filing, or document retrieval, or cause a third party to perform such search or filing or retrieval, for only those names, for only the specific type of record or filing, and in only those jurisdictions, governmental offices, agencies, and index databases, as set forth by Customer in the applicable request.

A search report may, but will not necessarily, include information with respect to filings recorded under variations of the name requested to be searched.  Search reports generally include information only about filings indexed and maintained by the recording office under a party name that exactly matches the party name provided by Customer.

Customer must promptly review and verify the accuracy of all reports, filing acknowledgements and rejection notices.  Customer must notify DealBinder immediately of any errors, discrepancies or other potential issues.

User Account.  Registration is required in order to use the Services.  Customer is entirely responsible for maintaining the confidentiality and security of Customer’s password and account information.  Furthermore, Customer is entirely responsible for the content of Customer’s account and any and all activities that occur under Customer’s account.  Customer agrees to notify DealBinder immediately of any unauthorized use of Customer’s account or any other breach of security.  DealBinder will not be liable for any loss that Customer may incur as a result of someone else using Customer’s password or account, either with or without Customer’s knowledge.  However, Customer could be held liable for losses incurred by DealBinder or another party due to someone else using Customer’s account or password. Customer may not use anyone else’s account at any time, without the express permission of the account holder.

Security of Customer’s Information.  DealBinder is committed to protecting the security of Customer’s information.  DealBinder uses a variety of industry-standard security technologies and procedures to help protect Customer’s information from unauthorized access, use, or disclosure. DealBinder may require Customer to enter a password to access account information.

Customer should not disclose an account password to unauthorized people. Despite these measures, Customer should know that DealBinder cannot fully eliminate security risks associated with information and mistakes may happen.

Services Uses Limits. Customer agrees not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without DealBinder’s express written permission.

User Content.  In using the Site and Services, Customer may be permitted to type, input, upload, post, display and/or publish (“post”) information, documents, or other materials (collectively, “Content”), including for example, the option to add notes to Customer’s user dashboard on the Site. Customer acknowledges, agrees, represents and warrants that (i) Customer is solely responsible for all such Content and for ensuring that such Content complies with these Terms; (ii) Customer has all necessary rights, licenses and permissions needed to post the Content at the Site and have it used as contemplated by these Terms (including but not limited to all copyright and trade secret rights); and (iii) no money will be owing to any person or entity, and DealBinder shall bear no liability, as a result of the posting or use of any Content or its use as contemplated by these Terms.  Customer will be responsible for all Content submitted by Customer or through Customer’s account and, for all purposes hereunder, all Content submitted from a User account shall be deemed to have been submitted by Customer.

Customer is responsible for all content posted and activity that occurs under Customer’s account.  Any Content sought to be posted at the Site must (and Customer represents, warrants and covenants that it shall): (i) conform to all applicable laws, rules and regulations; (ii) be appropriate in the context of the general purposes of the Site.  Customer is responsible for any applicable vertical or industry-specific compliance (e.g., HIPAA).

Customer further acknowledges and agrees that DealBinder has no responsibility for, and makes no representations concerning, any User Content and expressly disclaims any and all liability relating to or in connection with any User Content, including but not limited to Customer’s input or use thereof. However, in addition to all other rights it has under this Agreement, at law or in equity, DealBinder reserves the right, in its sole discretion, to remove without notice, or refuse to post, any User Content.

DealBinder relies upon third party providers for various features of the Site, such as data storage, including storage of User Content.  To the extent that such providers store or have access to User Content, DealBinder believes that such providers meet commercially reasonable security standards.  DealBinder may need Customer permission to allow DealBinder and its third party providers to do things such as storing, accessing and processing User Content, including for DealBinder’s own testing, debugging and ongoing development purposes.  By posting User Content, Customer expressly grants all such permissions.

Customer’s Content belongs to Customer, and Customer is responsible for Content Customer posts even if it does not belong to Customer. However, DealBinder needs the legal right to do things like host it.  Customer grants DealBinder the right to store Content as necessary to render the Site and provide the Services (so DealBinder can do things like copy it to DealBinder’s database and make backups to facilitate the storage and safekeeping of Customer’s data).

DISCLAIMER OF REPRESENTATION AND WARRANTIES.  DealBinder makes no representation, warranty or guarantee as to the accuracy or completeness of any search report provided by DealBinder or as to the effectiveness of any filing.  Filing records are public information compiled, maintained and indexed by state, local and federal agencies and other fallible sources, and DealBinder does not independently verify the accuracy of searches or the effectiveness of filings; rather DealBinder’s involvement is limited to searching certain databases and requesting government agencies and private companies to search, retrieve and file information. SEARCH RESULTS, REPORTS, SUMMARIES, SERVICES, AND THE DEALBINDER WEBSITE ARE PROVIDED TO CUSTOMER ON AN “AS IS” BASIS, AND THERE ARE NO WARRANTIES WITH RESPECT THERETO.  DEALBINDER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO SERVICES PROVIDED, OR ARISING FROM A COURSE OF DEALING, USAGE, TRADE OR PRACTICE, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT SERVICES OR INFORMATION PROVIDED BY DEALBINDER – INCLUDING IN INSTANCES IN WHICH CUSTOMER HAS REQUESTED EXPEDITED SERVICE – WILL BE DELIVERED WITHIN A SPECIFIC TIMEFRAME.  CUSTOMER EXPRESSLY DISCLAIMS THAT IT HAS CONTRACTED FOR OR RECEIVED ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO ANY DEALBINDER SERVICES.

CUSTOMER  EXPRESSLY AGREES AND UNDERSTANDS THAT:

• CUSTOMER’S USE OF THE SERVICES IS AT CUSTOMER’S SOLE RISK.

• DEALBINDER MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR SECURE, (III) THERE ARE NO ERRORS OR OMISSIONS IN THE SERVICES OR DATA TRANSMITTED THROUGH THE WEBSITE OR THROUGH EMAIL IN CONNECTION WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO INACCURACIES AND TYPOGRAPHICAL ERRORS, OR (IV) THAT ANY ERRORS IN THE SERVICE OR DATA WILL BE CORRECTED.

• NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM DEALBINDER SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

DEALBINDER, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS SHALL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF DEALBINDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM:

(i) THE USE OR THE INABILITY TO USE THE SERVICES;

(ii) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY GOODS, PRODUCTS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES;

(iii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF CUSTOMER’S TRANSMISSIONS, CONTENT OR DATA, INCLUDING NOTES CREATED BY CUSTOMER AND STORED IN CUSTOMER’S DASHBOARD;

(iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICES, OR PROVIDING ANY SERVICES RELATED TO THE OPERATION THERETO;

(v) DEALBINDER’S ACTIONS OR OMISSIONS IN RELIANCE UPON CUSTOMER’S ACCOUNT INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM;

(vi) CUSTOMER’S FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO CUSTOMER’S ACCOUNT INFORMATION;

(vii) THE TERMINATION OF CUSTOMER’S ACCOUNT IN ACCORDANCE WITH THE THESE TERMS; OR

(viii) ANY OTHER MATTER RELATING TO THE SERVICES.

LIMITATION OF LIABILITY.  This Limitation of Liability sets forth the full extent of DealBinder’s liability hereunder for any claim against DealBinder and sets forth Customer’s sole remedy.  DealBinder shall not under any circumstances be responsible or liable to Customer or to any third party for any claims of indirect, special, incidental or consequential damages, such as, but not limited to, lost profits, injury to goodwill, or other economic loss arising out of or relating directly or indirectly to performance of DealBinder’s services or for punitive damages or specific performance. NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN, THE MAXIMUM LIABILITY OF DEALBINDER (INCLUDING THE LIABILITY OF ANY EMPLOYEE, PRINCIPAL OR AGENT OF DEALBINDER, AND IRRESPECTIVE OF WHETHER DEALBINDER MAY HAVE BEEN OR MAY BE ALLEGED TO HAVE BEEN NEGLIGENT OR OTHERWISE LEGALLY AT FAULT, AND IRRESPECTIVE OF INSURANCE COVERAGE MAINTAINED BY DEALBINDER, CUSTOMER OR ANY THIRD PARTY), AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH ANY SERVICES PROVIDED TO CUSTOMER, SHALL BE LIMITED TO AND SHALL IN NO EVENT EXCEED THE FEE (IF ANY) RECEIVED BY DEALBINDER FOR THE PARTICULAR SERVICES WHICH ARE THE SUBJECT OF THE CLAIM OR DISPUTE.

CUSTOMER AGREES TO INDEMNIFY AND HOLD DEALBINDER, ITS AFFILIATES, OFFICERS, AGENTS, EMPLOYEES AND PARTNERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES (ACTUAL AND CONSEQUENTIAL), LOSSES, EXPENSES (INCLUDING LEGAL FEES) ARISING FROM OR IN ANY WAY RELATED TO ANY THIRD PARTY CLAIMS RELATING TO CUSTOMER’S USE OF THE SERVICES, INCLUDING ANY ACTIONS TAKEN UNDER CUSTOMER’S ACCOUNT.  IN THE EVENT OF SUCH A CLAIM, DEALBINDER WILL ENDEAVOR TO PROVIDE NOTICE OF THE CLAIM, SUIT OR ACTION TO THE CONTACT INFORMATION DEALBINDER HAS FOR THE ACCOUNT, PROVIDED THAT ANY FAILURE TO DELIVER SUCH NOTICE TO CUSTOMER SHALL NOT ELIMINATE OR REDUCE CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

Reliance on Instructions.  DealBinder may act in reliance upon any instruction, information, document, filing, name, email address or user password that meets the DealBinder website’s automated criteria or which is believed by DealBinder personnel to be genuine.  For any password protected areas, DealBinder may assume that a person entering a username or email address and associated password is, in fact, that user or is authorized by that user to act on such user’s behalf.  DealBinder may assume the latest email addresses and registration information on file with DealBinder are accurate and current.  When programmed to do so, DealBinder may take prescribed actions in the absence of receiving proper and complete contrary instructions.

Modifications to or Discontinuation of the Services. DealBinder reserves the right at any time and from time to time to modify or discontinue the Services, or any part thereof, either temporarily or permanently.  In such case, DealBinder will give Customer reasonable prior notice so that Customer can export its Content and reports from DealBinder’s systems.  Customer acknowledges and agrees that DealBinder shall not be liable to Customer or to any third party for any modification, suspension, interruption or discontinuance of the Services.

Termination. Customer is free to stop using DealBinder’s Services at any time.  DealBinder reserves the right to suspend or terminate Customer’s access to the Services with notice to Customer if:

(a) Customer is in breach of these Terms,

(b) Customer is using the Services in a manner that would cause a real risk of harm or loss to us or other users, or

(c) Customer has not accessed the Services for 12 consecutive months.

DealBinder will provide Customer with reasonable advance notice via the email address associated with Customer’s account to remedy the activity that prompted DealBinder to contact Customer and give Customer the opportunity to export Customer’s Content from our Services. If after such notice Customer fails to take the steps DealBinder requests, DealBinder may terminate or suspend Customer’s access to the Services.

DealBinder will not provide notice before termination where:

(a) Customer is in material breach of these Terms,

(b) doing so would cause DealBinder legal liability or compromise DealBinder’s ability to provide the Services to other users, or

(c) DealBinder is prohibited from doing so by law.

Intellectual Property.  The Services are protected by copyright, trademark, and other US and foreign laws. vThese Terms do not grant Customer any right, title or interest in the Services, others’ content in the Services, DealBinder trademarks, logos or other brand features.

Integration.  These Terms govern Customer’s use of the Services and constitute the entire agreement between Customer and DealBinder with respect to the provision of the Services, superseding any prior agreements, either oral or in writing, between Customer and DealBinder with respect to the subject matter contained in these Terms.

Waiver.  The failure of DealBinder to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Severability.  If any term or provision of the Terms is held to be invalid, void or unenforceable by a court or arbitrator of competent jurisdiction, the remainder of the Terms will not be affected, impaired or invalidated and each remaining term or provision will be valid and enforceable to the fullest extent permitted by law.

Fair Credit Reporting Act. Customer agrees that information that DealBinder furnishes to Customer will be used solely as one factor in Customer’s credit, insurance, marketing or other business decisions and will not be used (i) in determining a consumer’s eligibility for credit or insurance where such credit or insurance is to be used primarily for personal, family or household purposes, (ii) for employment purposes, or (iii) for governmental licenses. Use of the information in the above manner may be in violation of the Fair Credit Reporting Act.

Governing Law, Jurisdiction and Legal Notice.   The Terms shall be governed and construed under the laws of the State of New York, without regard to its choice of law provisions.   Customer agrees that any action at law or in equity arising out of or relating to the Terms or any of DealBinder’s services will be filed only in the state or federal courts located in New York.  Customer consents to the personal jurisdiction of such courts for the purpose of litigating any such action.

Headings.  The headings of each section of the Terms have been inserted for convenience of reference only and shall not affect the interpretation of the provisions of the Terms.

Successors and Assigns.  The Terms shall be binding and inure to the benefit of DealBinder and Customer, their successors and assigns.

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