Use of PortaLINK,
Welcome to the PortaLINK portal (the “Portal”) of Nationwide Title Clearing, LLC. (“NTC”). This agreement (including the related Privacy Statement, the "Agreement") explains the terms that apply to the use of this Portal, including any order or use of the applications ("Apps") provided by NTC on the Portal. In its access to the Portal, any App or the placement of an order, the Client agrees to be bound by the terms set forth below. If Client does not agree with the terms of this Agreement, then Client must not use the Portal or any Apps.
1.2 No portion of the Portal may be reproduced, duplicated, copied or distributed without the express written consent of NTC. No Client or other user may reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of any of the software or algorithms available on the Portal. The License does not include the right to grant access to any third party, and Client may not rent, lease, lend, sell, redistribute or sublicense access or use of the Portal. Client may not use the Portal or the Apps to transmit computer viruses, worms, trojan horses or other malware, and NTC is not responsible for any such use.
1.3 Client understands that by use of the Portal Client or its Users may encounter content that may be deemed offensive, indecent or objectionable. Nonetheless, Client agrees to use the Portal and the Apps at its sole risk, and that NTC shall have no liability for content that may be deemed offensive, indecent or objectionable.
2. Additional Limitations. Client hereby acknowledges 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 presented in the Licensed Materials. Client acknowledges that it will not use or permit the use any Information contained therein 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.
3. Responsibility for Instructions. NTC and/or the Apps will prepare the Licensed Materials according to instructions provided by Client. NTC will not be responsible for any errors in Client’s instructions.
4. Turnaround; Force Majeure. Due to the nature of the Apps on the Portal, NTC cannot guarantee exact turnaround times for Licensed Material preparation. The exact turnaround time experienced by Client may vary depending on Client’s geographic location and on the type of product or service requested. Neither party will be liable for, or be considered to be in breach of or in default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond such party's reasonable control (including, without limitation, any act or failure to act by the other party). The preceding sentence will not apply to any payment obligation of either party.
5. Ownership. Client acknowledges that Client obtains only License rights under this Agreement, as described above. No title to or ownership of any product or service, or any patent, copyright, trademark, service mark, trade secret or other intellectual property right (collectively, “NTC’s Proprietary Rights”) associated therewith, is transferred to Client under this Agreement.
6. Protection of NTC’s Proprietary Rights and Intellectual Property. Client will not infringe or violate, and will take appropriate steps and precautions for the protection of, NTC’s Proprietary Rights and intellectual property. Client will immediately notify NTC of any unauthorized use that comes to Client’s attention and cooperate with NTC to investigate and prevent the same. In the event of any unauthorized use relating to Client’s activities, Client will immediately take all steps reasonably necessary to terminate such unauthorized use.
7. Privacy and Data Collection. Client agrees to comply with the Privacy Statement on the Portal, as the same may be amended from time to time by NTC without notice. Client shall also comply with all applicable privacy and information security laws including, but not limited to, security breach notification laws. Browser cookies, including third-party cookies, are required to access the Portal. As a result of using the Portal, NTC may collect usage data from Client in accordance with the Privacy Statement and may use such data for internal purposes and for incorporation into NTC’s products and services.
8. Notary Requirements. Each notary public who is a User of the Portal is entirely responsible for his or her own notarial requirements, in accordance with the laws of the jurisdiction by which the applicable notary commission was granted. Each notary who is a User of the Portal must ensure that each signer is in the personal presence of the notary at the time of the notarial act, and is responsible for compliance with all local notary laws, including in many jurisdictions the preparation and maintenance of an official notary journal.
9. Assumption of Risk; Responsibility to Verify. Client acknowledges that NTC does not verify the completeness, propriety, timeliness or accuracy of any information or third party content contained in the Licensed Materials. NTC does not control the contents of any Licensed Materials and will not be responsible for any claimed loss of privilege or other claimed injury due to disclosure of sealed, confidential or privileged information. IT IS CLIENT’S RESPONSIBILITY TO VERIFY THE INFORMATION AND THIRD PARTY CONTENT IN ANY LICENSED MATERIAL WITH THE OFFICIAL INFORMATION REPOSING AT THE COURT OF RECORD OR OTHER DATA SOURCE.
10. Responsibility for Users. USERS OF THIS PORTAL ARE THOSE PERSONS DESIGNATED BY CLIENT. ALL SIGNING IMAGES AND NOTARY INFORMATION ARE PROVIDED BY CLIENT. NTC ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS AND ACCURACY OF THOSE IMAGES AND INFORMATION, AND DISCLAIMS ALL WARRANTIES REGARDING THEM AND THEIR USE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11. Disclaimer. THE USE OF THE APPS, OR ANY OF THEM, IS ENTIRELY THE RESPONSIBILITY OF THE CLIENT AND ITS USERS. THE PORTAL AND THE APPS ARE PROVIDED "AS IS," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. NTC DISCLAIMS ANY REPRESENTATION THAT THE PORTAL AND THE APPS OR CLIENT'S USE THEREOF, COMPLY WITH THE TERMS OF FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS. SUCH USE IS BASED ON AN INDEPENDENT DETERMINATION BY THE CLIENT THAT THIS PORTAL AND THE APPS AND THE PROPOSED USE THEREOF SATISFY THE REQUIREMENTS OF ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS. NEITHER NTC NOR ANY OF ITS SHAREHOLDERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS OR ASSIGNS ARE IN ANY WAY RESPONSIBLE FOR ANY FAILURE OF THE PORTAL OR THE APPS TO SATISFY THOSE REQUIREMENTS. BY ITS USE OF THE PORTAL AND ANY APP, THE CLIENT THEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS THE PERSONS AND ENTITIES REFERRED TO ABOVE FROM ANY LIABILITY THAT MAY RESULT, IRRESPECTIVE OF WHETHER SUCH LIABILITY WAS KNOWN OR ANTICIPATED.
ANY USE OF THE PORTAL AND THE APPS IS PURELY VOLUNTARY. NTC, ON BEHALF OF ITS SHAREHOLDERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND ASSIGNS, DISCLAIMS ANY REPRESENTATION REGARDING THE LEGALITY OF ANY PORTION OF THE PORTAL OR ANY APP OR ANY WARRANTY REGARDING THE CONSEQUENCES OF THEIR USE OR MISUSE BY ANY CLIENT OR USER. THE PORTAL AND THE APPS ARE SOFTWARE PRODUCTS, AND AS SUCH ARE PRONE TO PROGRAMMING AND SIMILAR ERRORS. ANY CLIENT OR USER WHO EMPLOYS THE PORTAL OR ANY APP IS AWARE OF THESE LIMITATIONS AND THEREBY ASSUMES THE RISKS OF THE SAME.
12. LIMITATION OF WARRANTY. THE LICENSE, INFORMATION AND ALL SOFTWARE, SERVICES AND OTHER ITEMS PROVIDED THEREIN ARE PROVIDED ON AN "AS IS" BASIS WITH ALL FAULTS AND 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, OMISSION, DEFECT, DEFICIENCY, INFRINGEMENT OR NONCOMPLIANCE IN THE LICENSED MATERIALS, 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). TO THE EXTENT THAT THE APPLICABLE JURISDICTION DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, NTC’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW IN SUCH JURISDICTION.
13. No Consequential Damages. NEITHER NTC NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OWNERS, SUPPLIERS AND THE PROVIDERS OF THIRD PARTY CONTENT WILL BE LIABLE TO CLIENT OR ANY OF CLIENT’S 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 LICENSED MATERIALS, 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.
14. Limitation of Liability. IN NO EVENT WILL THE AGGREGATE LIABILITY OF NTC WITH REGARD TO THE LICENSED MATERIALS, INFORMATION AND ANY OTHER ITEMS OR SERVICES PROVIDED OR FAILED TO BE PROVIDED UNDER THIS AGREEMENT EXCEED THE COMPENSATION PAID BY CLIENT TO NTC UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE ACCRUAL OF SUCH CLAIM. CLIENT’S RIGHT TO MONETARY DAMAGES UP TO THAT AMOUNT WILL BE IN LIEU OF ALL OTHER REMEDIES THAT CLIENT OR CLIENT’S AUTHORIZED USERS MAY HAVE AGAINST ANY COVERED PARTY. THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS UNDER THIS AGREEMENT SHALL BE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT ENLARGE THE LIMIT.
15. Client’s Warranty and Representation. In addition to any warranties set forth elsewhere in this Agreement, Client warrants and represents to NTC that the performance of Client’s obligations and Client’s and Client’s authorized Users' access to and use of the Licensed Materials will not violate any third party rights or any applicable laws, rules or regulations.
16. Indemnification. Client will defend, indemnify and hold harmless NTC and its directors, officers, employees, owners, agents and assigns 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; and (c) any use by Client or Client’s authorized Users, customers or clients of the information, third party content or any other software, services or other items provided under this Agreement.
18. 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. Client hereby consents to the sole and exclusive 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. Client will not prosecute any claim, action, suit, or proceeding arising under or by reason of this Agreement except in such courts, and Client further expressly agrees to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or action.
19.3 No waiver by either party of any breach or default hereunder shall be deemed to be a waiver or any preceding or subsequent breach or default.
19.5 In the event that Client must be contacted concerning the License or Client's account, Client hereby agrees to receive all such communication from NTC via email. Client agrees that any such communication will satisfy all legal communication requirements.