TERMS OF SERVICE AGREEMENT
This Terms of Service Agreement (“TOS”) is entered into between users (each, a “User” and also referred to as “You” and “Your,” and including any party which accesses the Site as defined herein, regardless of whether such user has created a registered account, and if so, then with or without that user’s knowledge) of the website Estoppels.com and any of its related websites, forms, services, content, tools, information, communications, software, content, and features (collectively, the “Site”) and Uhlig, LLC d/b/a Estoppels.com (“Estoppels.com” and also referred to as “We” “Us” and “Our”). This TOS sets forth the terms and conditions under which You may use the Site. By using the Site, You agree to be bound by this TOS. This Agreement includes any notices which may be posted on the Site.
IF YOU DO NOT AGREE TO THE TERMS OF THIS TOS, YOU MUST IMMEDIATELY STOP USING THE SITE.
1. Purpose. This site is intended to facilitate the transmission of information related to associations governing real estate, including but not limited to estoppel letters, resale certificates, and similar documentation (“Documents”) typically provided by homeowners’ associations or condominium owners’ associations or similar organizations or their associated management companies (“Associations”). The Site is intended for use within the United States of America.
2. Registration. Users may be required to register to access and use the Site. You agree that all registration information You provide is complete and accurate, will be updated as needed to maintain completeness and accuracy, and that You are at least eighteen (18) years of age. Where terms apply solely to Users affiliated with an Association, such Users shall be hereinafter referred to as “Association Users” and where terms apply solely to Users ordering Documents, the same shall hereinafter be referred to as “Recipient Users.”
3. Modification. We reserve the right, in Our sole discretion and without notice, to make changes to, suspend, or terminate the Site in whole or in part at any time. We may, in Our sole discretion, make changes to this TOS at any time, effective upon being posted to the Site. By continuing to use the Site after any changes to this TOS, You accept and agree to such changes. Users have no authority to make any change or modification to this TOS and any terms varying from this TOS in any written or electronic communication from You are void.
4. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY. THE SITE IS PROVIDED ON AN AS-IS, AS-AVAILABLE BASIS. WE MAKE NO REPRESENTATIONS REGARDING, AND HEREBY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONTINUITY, PERFORMANCE, QUALITY OR ACCURACY, OR THOSE WHICH MAY ARISE BY COURSE OF DEALING OR COURSE OF TRADE. WE ARE NOT LIABLE TO ANY PARTY, INCLUDING ANY USER, FOR ANY SPECIAL, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS OR LOSS OF INFORMATION, OR ANY OTHER DAMAGES, CLAIMS, LOSSES, LIABILITY, EXPENSES OR COSTS ARISING FROM OR RELATED TO ANY PARTY’S USE OF OR RELIANCE ON THE SITE OR THIS TOS, OR ANY ERROR, OMISSION OR FAULT RELATED TO THE SAME, OR THE ACTIONS, ERRORS, OMISSIONS OR NEGLIGENCE OF ANY VENDOR OR THIRD PARTIES USED OR REFERRED BY US IN FURTHERANCE OF PROVIDING THE SERVICES CONTEMPLATED HEREIN. THE FOREGOING APPLIES REGARDLESS OF WHETHER WE HAVE BEEN INFORMED OF THE POSSIBILITY OF DAMAGES OR LOSS AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE.
5. INDEMNIFICATION. You agree to indemnify and hold Us (including Our officers, directors, representatives, agents, and affiliates) harmless from and against all liabilities, damages, claims, losses and expenses, including attorneys’ fees, related to or arising from Your use of the Site or violation of the TOS, including but not limited to (i) any of Your communications transmitted in any way by, through or from the Site, (ii) Your negligent acts, errors, or omissions, (iii) injuries to or the death of any person, and any damage to or loss of property, (iv) claims of infringement of any intellectual property rights, and (v) any harmful code, malware, corruption, virus, worm, or Trojan Horse transmitted to the Site. You agree that We have special and unique rights in this TOS and the Site, and that a breach of this TOS may not be adequately compensated by money damages, and that We have the right to specifically enforce (including, where appropriate, pursuing injunctive relief) this TOS, and that specific enforcement shall not limit any other rights or remedies to which We may otherwise be entitled.
6. REPRESENTATIONS. You represent that You are at least eighteen (18) years of age and all information You provide on the Site is complete and accurate. You represent that You will remain responsible for (i) using the Site only in accordance with the Purpose stated above in Section 1, (ii) maintaining minimum system requirements which may apply to the use of the Site, (iii) management of Your data, including any backup, storage or restoration management, (iv) maintaining security measures to protect Your registration and access information, (v) compliance with any and all applicable international, federal, and/or state laws, statutes, rules, regulations, and similar authority, (vi) providing information, whether it be Your information or the information of a third party, which You are authorized to furnish and which You understand may be transmitted to other third parties in furtherance of the services contemplated herein, (vii) acting in an unoffensive, appropriate and reasonable manner with regard to interactions with Us and any parties utilizing the Site, the violation of which, in Our sole discretion, may result in immediate termination of Your registration and access to the Site.
7. INTELLECTUAL PROPERTY. We own any and all right, title and interest in and to all software, programs, API, documentation, databases, development tools, know-how, methodologies, processes, data, media (including but not limited to any and all photographs and images contained therein), information, content and technologies, and all present and future worldwide copyrights, trademarks, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights thereof, and improvements or modifications to any of the foregoing items, related to the Site (the “Intellectual Property”). We grant no rights to any User or any other individual or entity in the Intellectual Property, and grant Users only the limited right to use the Site pursuant to the terms contained here, which right We may, in Our sole discretion terminate at any time without notice. We reserve all rights not expressly granted in this TOS. No User is permitted to reverse engineer, reverse compile, disassemble, reproduce, copy, duplicate, sell, distribute or otherwise translate, use, or manipulate the Intellectual Property or any other information contained on the Site.
8. THIRD PARTY ACCESS. We may provide any and all information furnished by Users to third parties and other vendors, which may or may not be affiliated with Us, in furtherance of processing the services contemplated by use of the Site, unless otherwise stated herein. We may provide links to websites or services of other third parties, and such provision does not constitute an endorsement of such third party sites. For additional information, refer to Our Privacy Policy posted on the Site.
a. Background Check Vendors. We offer coordination through the Site with third party vendors to perform requested background checks and may need to acquire confidential non-public personal information to submit and process such request. We do not store any social security numbers provided, except for the last four (4) digits. We make no representations as to the quality, reliability, accuracy, policies, procedures and security measures undertaken by such vendor and You undertake all risk associated with background checks submitted through the Site.
b. Credit Card Vendors. We utilize a third party vendor to process credit card payments. Processing fees for credit card use may, in the discretion of the Association User, either be deducted from the fee We collect from the Association User or added to the corresponding Recipient User payment. We do not have visibility nor access to any credit card information provided by Users. We make no representations as to the quality, reliability, accuracy, policies, procedures and security measures undertaken by such vendor and You undertake all risk associated with credit card payments processed through the Site.
9. PAYMENT PROCESSING. We provide the ability for Recipient Users to submit payments via the Site and other means of payment will be permitted in Our sole discretion. Association Users must provide bank account information for the purpose of making deposits of funds related to the processing of orders and making withdrawals of funds only in an authorized amount upon specific approval from the Association User; such bank account information shall be accessed through a third party financial systems administrator and We shall facilitate transmissions via secure token methodology. We charge a per-order processing fee for Documents pertaining to one (1) real estate property (each identified by a single address) ordered through the Site. For clarity, if multiple Associations govern a single real estate property, Documents furnished by each Association for such property shall constitute separate orders. Based upon User-selected payment options, We may pre-authorize certain credit card fees or charge Our processing fee separately from later-incurred Association fees.
10. CANCELLATIONS. In the event that an order for Documents is cancelled or refund for Documents requested, Our fee and any associated credit card processing fees shall not in any manner be reimbursed, refunded, or returned. The Site may be used to facilitate communication and document transmission between the Association User and Recipient User to coordinate a potential refund; We shall not be responsible for or involved in the refund process.
11. LEGAL COMPLIANCE. Association Users hereby acknowledge and understand that there may be international, federal, and/or state laws, statutes, rules, regulations, and similar authority which governs Associations’ obligations with respect to furnishing Documents, specifically with regard to deadlines to deliver Documents, form and content of the Documents, and fees which may be charged for the preparation of Documents. It is the responsibility of Association Users to ensure compliance with the same. We shall not provide legal advice or guidance, and do not represent that any tool, content, or information provided or offered on the Site meets any legal obligation with which an Association User is required to comply.
12. BRAND USAGE. You hereby agree that You will not use the name, including registered and fictitious names, trademarks, branding, logos, etc. of Estoppels.com in any manner or for any purpose, nor will You in any way remove, alter, modify, or reformat, any branding or logos of Estoppels.com which appears on any of the Documents or information transmitted via the Site, nor will You resell, redistribute, bundle and/or repackage any of the Documents or information transmitted via the Site. We may utilize Your branding, trademarks, and logos only with Your prior written authorization.
13. GENERAL PROVISIONS.
a. NO RELATIONSHIP. User and Estoppels.com are independent parties. This TOS does not create an agency, representative, broker, employee, partner, joint venture, franchise, or any other similar relationship between the parties.
b. NOTICES. Notices shall be provided to Estoppels.com at: Estoppels.com, Attention: Legal Department, 1651 Whitfield Ave., Ste. 101, Sarasota, FL 34243, or to such other address as may be designated from time to time. Notices shall be provided to User at the address provided in the User’s registration information. All notices must be in writing, sent by certified or registered mail, return receipt requested, and shall be deemed delivered the date it is received at the recipient’s address.
c. SEVERABILITY. All of the terms and provisions contained in this TOS are severable and, in the event that any portion or provision of this TOS shall to any extent be deemed unenforceable or invalid by a court of competent jurisdiction, then the remainder of this TOS, or the application of such portion or provision in circumstances other than those as to which it is so declared unenforceable or invalid, shall not be affected thereby, and each portion and provision of this TOS shall be valid and enforceable to the fullest extent permitted by law.
d. CHOICE OF LAW. This TOS shall be governed, construed and interpreted by and in accordance with the laws of Florida, without reference to its principles of conflicts of laws. Any actions concerning enforcement of this TOS or in any way relating to the subject matter of this TOS shall be litigated only in Manatee County, Florida or the United States District Court for the Middle District of Florida, as applicable. User expressly agrees to submit to such jurisdiction and venue for the purposes of this TOS.
e. ATTORNEY’S FEES. Should either party to this TOS seek to resolve a dispute under this TOS by litigation, arbitration or other alternative dispute procedures, the prevailing party shall be entitled to recover all expenses, including, without limitation, reasonable attorneys’ fees and expenses, including appellate fees and expenses, incurred with enforcing such party’s rights under this TOS.
f. ASSIGNMENT. We may assign Our rights under this TOS without the consent of or prior notice to User in the event that We effect a reorganization, consolidate with or merge into any other corporation, partnership, organization or other entity, or transfer all or substantially all of Our assets, stock or ownership interest to any other corporation, partnership, organization or other entity.
g. NO THIRD PARTY BENEFICIARIES. No other person or party shall be a beneficiary hereof or have any rights hereunder, and no rights are conferred by this TOS upon any other person or party.
h. WAIVER. Our waiver or failure to exercise or enforce any right or provision of this TOS, or any course of performance or dealing, will not be deemed a waiver of such right or provision.
i. SECTION HEADINGS. Section headings contained in this TOS are for convenience only and shall in no manner be construed as part of this TOS.
j. ENTIRE AGREEMENT. This TOS and the Privacy Policy, any click-wrap agreements to which User has assented to or does assent to on the Site, and any subsequent binding written agreements that have been physically signed by both parties (i) constitute the entire and exclusive agreement between the parties hereto with respect to Our provision of the Site and the services contemplated thereby and the User’s use thereof and (ii) supersede and replace any and all prior or contemporaneous agreements between the parties regarding such subject matter.
k. CONFLICT OF TERMS. In the event of a conflict between TOS and the Privacy Policy, any click-wrap agreements to which User has assented to or does assent to on the Site, and any subsequent binding written agreements that have been physically signed by both parties, the terms and conditions of the agreements shall control in the following order: (1) any binding written agreements that have been signed by both User and Estoppels.com, (2) any click-wrap agreements to which User has assented to or does assent to on the Site, and (3) this TOS and the Privacy Policy.
l. QUESTIONS. Any questions regarding this TOS may be directed to Us at legal@estoppels.com.
END OF TERMS OF SERVICE AGREEMENT Posted: 9/4/2018