National Service Information, Inc., an Ohio Corporation ("NSI"), and the undersigned customer ("Customer"), agree as follows:
1. Description of Business and Services
1.1 NSI is engaged in the business of providing the following described services (the "Services") for customers: searching various public records including but not limited to personal property liens, tax liens, UCC filings, pending suits, civil judgment liens, bankruptcy filings, criminal records, and corporate filings and maintains electronic databases of many such records which can be available to customers. NSI also performs document retrieval of numerous legal and financial documents from courthouses across the nation as requested by customers. NSI can provide tickler reports on expiring liens and assists customers in the filing of liens and renewals at the request of customers.
1.2 NSI will perform Services for Customer at the request by Customer pursuant to the terms and conditions of this Agreement, including any supplements which have been agreed to by both parties, provided however, NSI reserves the right to change terms of this Agreement upon at least 30 days prior notice given to Customer either in writing or electronically on NSI automated computer system. Customer's continued use of NSI's Services after the expiration of such 30 day period shall constitute acceptance of such modifications.
1.3 NSI reserves the right to alter the Services provided or remove services from availability at any time without prior notice, at its sole discretion without liability to Customer.
2. Use of Services
2.1 The use of NSI's Services, including but not limited to electronic access to NSI's database is intended for the private use of the Customer, its' employees, and its' agents pursuant to the terms and conditions of this Agreement.
2.2 NSI will provide Customer a unique account number and an account password. Customer is liable for all charges incurred in connection with the Services ordered through its' account number. Customer is responsible for the care and protection of it's Account number and Password. Changes in Passwords should be performed if a potential breach is suspected.
2.3 Under no condition shall Customer or any party acting through Customer or Customer's account number use the information provided by NSI in any capacity unless within full compliance with all applicable laws.
2.4 Customer agrees not to tamper with or alter any information, reporting, records, data, or programs provided by NSI.
2.5 Customer will indemnify and hold NSI harmless for any liabilities arising out of Customer or any party using Customer's account number for unauthorized access or use of NSI's information.
3. License
3.1 Customer will possess a nonexclusive, nontransferable, limited license to use the Services of NSI including electronic access to NSI's databases during the term of this Agreement.
3.2 All media upon which Services are delivered, software, reporting, and database is the exclusive property of NSI. NSI has all right, title, and interest in the Services except to the extent that some of the information is that of public record.
3.3 NSI shall not be held liable for disruptions in Customer's business due to disruptions caused by NSI or not.
4. Electronic Data
4.1 Electronic access data has been acquired along with regular updates from the office holding such public record data, except in the case of Indiana state level UCC information. Indiana UCC data and images have been gathered by NSI from the numerically filed index of liens on file with the Indiana Secretary of State UCC division. NSI has used reasonable means to insure the accuracy and timeliness of this information, however makes no warranties or representations as to its content.
5. Charges and Fees
5.1 All charges for electronic access Services will be billed to Customer monthly. Other services such as county level searches, document retrieval, and filing services may be billed individually or monthly at NSI's discretion.
5.2 Rates schedules for services rendered are subject to change from time to time at NSI's sole discretion.
5.3 Customer will agree to compensate NSI for Services rendered net thirty (30) days from the invoice date.
5.4 Customer will pay all costs associated with the collection of delinquent accounts including attorney fees and court costs. A service charge of 1.5% per month will be levied on the outstanding balance in excess of 30 days.
6. Hardware or Software needs
6.1 NSI's electronic access should be accessible with any standard IBM compatible PC. Internet access is required with browser software, using Netscape 3.0 (or higher) or Internet Explorer 3.0 (or higher)
6.2 Any special needs, access, or reporting which requires additional or unique tools, will be at the cost of the Customer and must be approved by NSI.
6.3 NSI claims no responsibility for determining or providing compatibility between NSI's electronic access system, NSI-On-line, and Customers hardware.
7. Limited Warranty
7.1 NSI has the right and authority to make the services available to the Customer under the terms and conditions of this Agreement. All services provided by NSI are on an "AS IS", "WHERE IS" or "AS AVAILABLE" basis. No warranties, expressed or implied, shall be granted by NSI.
7.2 NSI shall not be held liable for any loss, injury, claim, liability, or damage of any kind resulting from any error in or omissions from the services, unavailability or interruption of the services, Customers use of the services, or the content or accuracy of the information.
8. Limits of Liability
8.1 NSI'S LIABILITY UNDER THIS AGREEMENT OR ANY SERVICES PROVIDED SHALL NOT EXCEED THE LESSER OF THE AMOUNT OF CUSTOMERS ACTUAL DIRECT DAMAGES OR THE CHARGES PAID TO NSI FOR THE SERVICES RENDERED ON THE FINDINGS IN QUESTION.
9. Other Items
9.1 This Agreement contains the entire Agreement between the parties with respect to the services.
9.2 Either party may terminate this Agreement with 30 days written notice to the other party. NSI may elect to suspend or discontinue services if Customer fails to comply with its' obligations under this Agreement.
9.3 The terms and conditions of this Agreement shall govern new products and services offered by NSI.
9.4 No claim, other than ones due to the collection of delinquent charges or improper use of the services by Customer, may be made by either party more than one year after the basis for the claim becomes known to the party asserting it.
9.5 Either party's failure to enforce any provision of this Agreement shall not constitute or be construed as a wavier of such provision or of the right to enforce it later.
This agreement is governed by the laws of the State of Ohio.