MYFILERUNNER.COM TERMS OF USE AGREEMENT
This Terms of Use Agreement (this "Agreement"), is a legal agreement between you, either individually or on behalf of your corporation, partnership, sole proprietor, or other business entity ("you", “your’ or “customer”) and County Road Software, Inc., doing business as MyFileRunner.com, its affiliates, and each of their respective successors and assigns (collectively, “MyFileRunner.com”) governing your use of the MyFileRunner.com service, developed, operated, and maintained by MyFileRunner.com, accessible via http://www.MyFileRunner.com or another designated web site or IP address, the content contained therein, and any offline components provided by MyFileRunner.com for use in connection therewith (collectively, the “Service”).
BY ACTIVATING OR OTHERWISE USING THE SERVICE, YOU ARE AGREEING THAT YOU HAVE READ, AND
AGREE TO COMPLY WITH AND BE BOUND BY, THE TERMS OF THIS AGREEMENT IN THEIR ENTIRETY
WITHOUT LIMITATION OR QUALIFICATION AS WELL AS ALL APPLICABLE LAWS AND REGULATIONS.
YOU ALSO AGREE TO RESOLVE ANY DISPUTES THROUGH BINDING ARBITRATION IN AUSTIN, TEXAS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND TO FOLLOW ALL APPLICABLE LAWS, DO NOT ACCESS OR USE THE SERVICE.
1. Services
A. Basic Services.
MyFileRunner.com services include electronic filing services, products, software, or servers required to electronically transmit court documents to the requested state court, in which we have access, and requested electronic service recipients as submitted by the Customer on an as needed basis.
B. Virtual eFiling Assistant Services
Subject to the terms of this Agreement, for additional fees as described in section 2B, MyFileRunner.com agrees to provide basic formatting to your documents including but not limited to making your scanned documents text searchable, bookmarking, and adding hyperlinks and electronically submitting court documents on behalf of you to the state court ,in which we have access, specified by you; provided that you provide MyFileRunner.com Customer Support with all documents and any other information necessary for such filing, at the time set forth in section 2B on the day that you desire the filing to be submitted and that the state court specified accepts electronically filed submissions.
2. Compensation
A. Basic Services.
You are responsible for paying all MyFileRunner.com filing fees and applicable sales tax, as listed on MyFileRunner.com , all Third Party fees incurred in submitting the electronic filing including without limitation all Electronic Filing Manager Fees (EFM), court convenience fees, eService Fees, court costs, and credit card processing fees (collectively ‘Third Party Fees”). It is at the sole discretion of MyFileRunner.com to change their filing fees at any time and without any prior notice.
B. Gold/Platinum/Diamond Virtual eFiling Assistant Services.
If you choose to participate in our Virtual eFiling Assistant Service, you shall notify MyFileRunner.com Customer Support in writing at the times noted below:
Gold: Submit documents anytime CST and understand that it will be filed to the courts 24 hours from the CST time documents are received. The 24 hour deadline does not begin to accrue time until all documents and information necessary for the filing are received by a MyFileRunner representative.
Platinum: Documents must be received no later than 1pm CST by a MyFileRunner representative and understand that it will be filed, on your behalf, no later than 5pm CST. All documents and information necessary for filing must be received, by a MyFileRunner representative by 1pm CST. If not, a 5pm filing submission time can no longer be guaranteed. If you do not request, in writing, to switch to Gold services, the Platinum level charges will remain.
Diamond: All necessary documents must be received 1 hour prior to the requested CST filing time requested. The 1 hour deadline does not begin to accrue time until all documents and information necessary for the filing are received. For example: If all correct documents and information necessary for the filing are received at 1pm CST, it will be filed by 2pm CST. If a MyFileRunner representative has to request additional documents or information to complete the filing, the 1 hour deadline will not begin to accrue time until those documents and/or information are received.
If you choose to participate in our Virtual eFiling Assistant Service, you shall pay MyFileRunner.com the following fees for each filing:
(i) all third party fees incurred by MyFileRunner.com in submitting the filing, including, without limitation, EFM fees, court convenience fees, eService fees, court costs, credit card processing fees, and taxes (collectively, “Third Party Fees”);
(ii) a processing fee equal to 3% of the total of all Third Party Fees for such filing;
(iii) a services fee equal to $25 per Gold Virtual eFiling Assistant filing, $40 per Platinum Virtual eFiling Assistant filing, $70 per Diamond Virtual eFiling Assistant filing.
(iv) a document preparation fee to format documents; and
(v) a handling fee equal to $0.54 per filing.
(vi) all MyFileRunner.com filings fees and applicable sales tax as listed on MyFileRunner.com, (these fees are usually collected on the filer’s credit card when the filings are accepted by the court).
(vii) at the sole discretion of MyFileRunner, additional fees may apply for same day requests after 4:00pm and weekend days, rush requests and abnormally large filings.
You shall pay the fees payable to MyFileRunner.com hereunder within 15 days of receipt of invoices submitted by MyFileRunner.com. MyFileRunner.com will issue invoices on a monthly basis, bi-weekly or weekly, depending on your contract. Any invoice remaining unpaid for more than 15 days from receipt shall bear interest from the original due date until paid in full, at 3% on the original due date or the maximum interest rate allowed by law. In addition, if any invoice remains unpaid for more than 30 days, MyFileRunner.com may suspend Services without prior notice to you until MyFileRunner.com has been paid all amounts due. In the event of any dispute with regard to a portion of an invoice, the undisputed portion shall be paid as provided herein, and you shall notify MyFileRunner.com in writing of the reason for your dispute.
C. Invoiced Customers.
If you are an ‘Invoiced’ customer, you shall pay MyFileRunner.com the following fees for each filing within 15 days of receipt of invoices submitted by MyFileRunner.com:
(i) All MyFileRunner.com filing fees and applicable sales tax, as listed on MyFileRunner.com.
(ii)all third party fees incurred by MyFileRunner.com in submitting the filing, including, without limitation, EFM fees, court convenience fees, eService fees, court costs, credit card processing fees, and taxes (collectively, “Third Party Fees”);
(ii) a processing fee equal to 3% of the total of all Third Party Fees for such filing;
(iii) a handling fee equal to $0.54 per filing.
Depending on how your billing account is structured, MyFileRunner.com will issue invoices on a semi-monthly, monthly or weekly basis. Any invoice remaining unpaid for more than 15 days from receipt shall bear interest from the original due date until paid in full, at 3% interest rate, on the original due date or the maximum interest rate allowed by law. In addition, if any invoice remains unpaid for more than 15 days, MyFileRunner.com may suspend Services after giving written notice to you, until MyFileRunner.com has been paid all amounts due. In the event of any dispute with regard to a portion of an invoice, the undisputed portion shall be paid as provided herein, and you shall notify MyFileRunner.com in writing of the reason for your dispute.
3. Independent Contractor
In connection with this Agreement, each party is an independent contractor and as such will not have any authority to bind or commit the other. Nothing herein shall be deemed or construed to create a joint venture, partnership or agency relationship between the parties for any purpose.
4. Representations and Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority, you must immediately stop using the Service.
5. Accuracy of User Information
You are responsible for providing and verifying personal and corporate identification information within the Service and notifying MyFileRunner.com of any changes or discrepancies. By providing this information, you attest that the personal identifying information is yours, including a valid and active bar card number if applicable. Additionally, you agree to update your user profile in the event of any changes.
6. DISCLAIMER OF WARRANTIES
MyFileRunner.com warrants that its Services will be performed in professional and workmanlike manner. Otherwise, the Services are provided “AS-IS” and “WITH ALL FAULTS” and, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MyFileRunner.com, including its affiliates and agents and each of their respective employees, directors and officers (collectively, the “MyFileRunner.com PCpCHhjJtP73qcSngjYY4arties”) DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICES, OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING WARRANTIES AND CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT AND ACCURACY AND NON0INTERFERENCE. NEITHER MYFILERUNNER.COM NOR ANY OF THE MYFILERUNNER.COM PARTIES SHALL HAVE ANY LIABILITY OR RESPONSIBILITY WITH RESPECT TO ANY DEADLINE, WHETHER IMPOSED BY A COURT, STATUTE OR OTHERWISE.
7. Termination
Either party may at any time and without cause terminate this Agreement at will. In the event of such termination, you shall pay MyFileRunner.com for all Services rendered and expenses incurred by MyFileRunner.com prior to the date of termination. The terms of Sections 8 – 11, 16 and 20 below shall survive termination of this Agreement.
8. Confidentiality
By signing this Agreement, each party agrees to protect the confidentiality of any information whether oral, or written, of a private, secret, proprietary or confidential nature, concerning either party or its business (collectively “Confidential Information”) and not to use any Confidential Information other than for the purposes expressly set forth herein. Confidential Information does not include information that is generally known to the public or the receiving party, is lawfully obtained from others or is required to be disclosed by law.
9. Limitation on Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WHATSOEVER SHALL MYFILERUNNER.COM BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOST TIME OR GOOD WILL, EVEN IF MYFILERUNNER.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
MYFILERUNNER.COM SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES. IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF MYFILERUNNER.COM IN CONNECTION WITH THE SERVICE AND/OR THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, EXCEED THE AMOUNT OF THE PAYMENTS MADE TO MYFILERUNNER.COM FOR THE SERVICES HEREUNDER, LESS THIRD PARTY FEES. NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THE SERVICE MAY BE BROUGHT BY YOU MORE THAN TWO (2) YEARS AFTER SUCH ACTION HAS ACCRUED. YOU ACKNOWLEDGE THAT THESE LIMITATIONS OF LIABILITY SHALL APPLY EVEN IF THE REMEDIES FAIL THEIR ESSENTIAL PURPOSE AND THAT, WITHOUT THESE LIMITATIONS, YOU WOULD HAVE PAID A HIGHER FEE FOR THE SERVICE PROVIDED HEREUNDER. IF FOR ANY REASON YOU ARE DISPLEASED WITH ANY ASPECT OF THE MYFILERUNNER.COM SITE, OR WITH ANY OF THE TERMS OF USE HEREIN, YOUR ONE AND EXCLUSIVE RELIEF IS TO STOP USING THE SITE. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
10. Intellectual Property Ownership
All right, title and interest in the Service, including technology and trade secrets embodied therein and any custom developments created or provided in connection with or related to this Agreement, including all copyrights, patents, trade secrets, trade dress and other proprietary rights, and any derivative works thereof (excluding third party intellectual property belonging to Tyler Technologies), shall belong solely and exclusively to MyFileRunner.com, and you shall have no rights whatsoever in any of the foregoing. You acknowledge that the Service constitutes a valuable trade secret and/or is the confidential information of MyFileRunner.com. Nothing in this Agreement or otherwise will be deemed to grant to you an ownership interest in the Service, in whole or in part. All content and materials included as part of the Service, such as text, graphics, logos, button icons, images, audio clips, information, data, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material, and software (the "Materials") are the property of MyFileRunner.com or its content suppliers and is protected by copyrights, trademarks, trade secrets, or other proprietary rights and these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. You may not modify, remove, delete, augment, add to, publish, transmit, adapt, translate, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Materials, in whole or in part. Any use other than as contemplated herein, including the reproduction, modification, distribution, transmission, adaptations, translation, republication, display, or performance, of the Materials, except as specifically permitted herein, is strictly prohibited. You understand and acknowledge that unauthorized disclosure, use or copying of the proprietary products and services provided pursuant to this Agreement may cause MyFileRunner.com and its third party providers irreparable injury, which may not be remedied at law, and you agree that MyFileRunner.com and its third party providers’ remedies for breach of this Agreement may be in equity by way of injunctive or other equitable relief.
The Service may utilize software from third party providers including by not limited to Odyssey File and Serve and Tyler Technologies (EFM) (“Third Party Software”). The EFM may require password, log-in information, and other information to participate in the Service.
You hereby agree that the Service is a convenience service, and that you can make alternative arrangements to file any necessary documents in the event that the Service is unavailable or malfunctioning. You acknowledge that the timely filing of motions, briefs, and other documents in compliance with statutes, regulations, court rules and orders requires the professional judgment of an attorney, and that attorneys appearing in a case are ultimately responsible for the timely filing of any such documents. While MyFileRunner.com will use its’ commercially reasonable efforts to electronically file any documents for which transaction fees have been paid, you agree that neither MyFileRunner.com, nor any of its licensors, suppliers or contractors shall have any liability whatsoever associated with the filing or failure to file any of the documents submitted via the Service.
11. Customer Communications; Disclosure
From time-to-time MyFileRunner.com or one of its affiliates may ask whether or not you wish to receive marketing and other non-critical Service-related communications. You may elect not to receive such communications at that time or opt-out of receiving such communications at any subsequent time by notifying MyFileRunner.com. Because the Service is a hosted, online application, MyFileRunner.com may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. MyFileRunner.com reserves the right to disclose that you are a user of the Service.
12. Virtual eFiling Assistant Account Obligations
Where use of the Service is contingent on you and your users accessing an "account" and/or inserting a "user-identification" and/or "password", you agree that you will be solely responsible for the user-ids and passwords that are provided to you (as such passwords may be changed from time to time in accordance with features of the Service) to log-in to the password protected Service. If non-authorized individuals have access to your systems or to your users' user-id and password, they may be able to use the Service. You and your users shall keep any correspondence you receive relating to or through the use of the Service (including, but not limited to, your user-id, passwords, and other registration or sign-in information) confidential and in a safe place and not disclose it to any third party. You will be responsible and liable for all communications and actions that take place through the use of your user-ids, including without limitation, any actions that occur without your authorization. Accordingly, it is your responsibility to take appropriate actions immediately if any password has been stolen, leaked, compromised or otherwise used without proper consent. You shall: (i) notify MyFileRunner.com immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to MyFileRunner.com immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you; (iii) notify MyFileRunner.com when you no longer require access to the Service; and (iv) keep all of your profile information current.
13. Trade Names and Designs
The MyFileRunner.com name, logo, other related names, design marks, product names, feature names and related logos are property of MyFileRunner.com and may not be used, copied or imitated, in whole or in part, without the express prior written permission of MyFileRunner.com. In addition, the look and feel of the Service (including all page headers, custom graphics, button icons, and scripts) constitutes the trade dress of MyFileRunner.com and may not be copied imitated or used, in whole or in part, without the express prior written permission of MyFileRunner.com.
14. Indemnification
You shall defend, indemnify and hold MyFileRunner.com harmless from and against any and all losses, damages, liabilities, costs, judgments, charges and expenses, including reasonable attorneys’ fees, arising out of or relating to any act or omission by you with respect to (i) your use or inability to use the Site or Service, (ii) your breach or violations of this Agreement or your violation of any rights of a third party, and/or (iii) any filing submissions made by you.
15. Interruption of Service
YOU AGREE THAT THE OPERATION AND AVAILABILITY OF THE SYSTEMS USED FOR ACCESSING AND INTERACTING WITH THE SERVICE, INCLUDING, THE PUBLIC TELEPHONE, WIRELESS PHONE, COMPUTER NETWORKS AND THE INTERNET OR TO TRANSMIT INFORMATION, WHETHER OR NOT SUPPLIED BY YOU OR MYFILERUNNER.COM, CAN BE UNPREDICTABLE AND MAY, FROM TIME TO TIME, INTERFERE WITH OR PREVENT THE ACCESS TO AND/OR THE USE OR OPERATION OF THE SERVICE. NEITHER MYFILERUNNER.COM NOR ANY OF THE MYFILERUNNER.COM PARTIES SHALL BE LIABILE FOR ANY INTERFERENCE WITH OR PREVENTION OF YOUR ACCESS TO AND/OR USE OF THE SERVICE.
16. Arbitration
a. MyFileRunner.com and you agree to arbitrate all disputes and claims between us except for claims seeking injunctive relief in connection with the intellectual property of MyFileRunner.com. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to:
claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory;
claims that arose before this or any prior Agreement (including, but not limited to, claims relating to advertising);
claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and
claims that may arise after the termination of this Agreement.
You agree that, by entering into this Agreement, you are waiving the right to a trial by jury or to participate in a class action. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of this Agreement.
b. A party who intends to seek arbitration must first send to the other a written Notice of Dispute ("Notice"). The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). If MyFileRunner.com and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or MyFileRunner.com may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by MyFileRunner.com or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or MyFileRunner.com is entitled.
c. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration provision are for the court to decide. Any arbitration hearings will take place in Austin, Texas. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The payment of arbitration fees will be governed by the AAA rules.
d. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. YOU AND MYFILERUNNER.COM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and MyFileRunner.com agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
17. Modification to Terms
MyFileRunner.com reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version CpCHhjJtP73qcSngjYY4of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
18. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of MyFileRunner.com but may be assigned without your consent by MyFileRunner.com to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
19. General
a. This Agreement shall be governed by Texas law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction.
b. Any cause of action you may have with respect to your use of the Service must be commenced within two (2) years after CpCHhjJtP73qcSngjYY4the claim or cause of action arises.
c. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provisions shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provisions, with all other provisions remaining in full force and effect.
d. It may be necessary for MyFileRunner.com to perform scheduled or unscheduled repairs, maintenance, or upgrades and such activities may temporarily degrade the quality of the Service or result in a partial or complete outage of the Service. MyFileRunner.com provides no assurance that you will receive advance notification of such activities or that the Service will be uninterrupted or error-free. Any degradation or interruption in the Service shall not give rise to a refund or crCpCHhjJtP73qcSngjYY4edit of any fees or other amounts paid by you.
e. No joint venture, partnership, employment, or agency relationship exists between you and MyFileRunner.com as a result of this agreement or use of the Service. The failure of MyFileRunner.com to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by MyFileRunner.com in writing.
f. Neither party shall be liable to the other party for any failure to perform any of its obligations (except payment obligations) under this Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control including, but not limited to, fire, flood, war, embargo, strike, riot or the intervention of any governmental authority.
g. This Agreement comprises the entire agreement between you and MyFileRunner.com and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding such subject matter.
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to support@myfilerunner.com or call MyFileRunner.com at (800) 908-5110.
Odyssey File & Serve Usage Agreement
Welcome to the online services of Tyler Technologies for the State of Illinois. Please read this Agreement carefully. It governs Your access to and use of the Odyssey File & Serve application through the Tyler Technologies Internet Site. Your use of the Tyler Technologies Site and/or other Tyler products is conditioned upon Your acceptance of this Agreement. By clicking on the "I Accept" button, You are agreeing to be legally bound by all of the terms and conditions of this Agreement. If You are acting as an employee, You agree that this Agreement will bind Your employer and that You are authorized to do so. As used in this Agreement, "You" or "Your" includes You and Your employer.
Section 1. Definitions
Section 2. License; Restrictions on Use
Section 3. Access to the Tyler Internet Site
Section 4. Limitations on Use
Section 5. Fee Schedule
Section 6. Proprietary Rights
Section 7. Disclaimers and Limitations
Section 8. Your Warranties and Indemnification
Section 9. Limitations of Liability
Section 10. Arbitration
Section 11. Miscellaneous
Section 1. Definitions
The following terms have the following meanings in this Agreement: "Authorized User" means any of Your employees, agents, independent contractors or consultants who agree to be bound by the terms and conditions of this Agreement and who are authorized or otherwise designated or permitted by You to access and use the Tyler Services pursuant to the License. "E-Document" refers to any document or discrete compilation of text and/or graphical information in electronic form suitable for submission into the Odyssey File & Serve program. "Enhancement" means any correction, modification, customization, revision, enhancement, improvement, update, upgrade, new release or other change that is released generally by Tyler Technologies for the Tyler Services. "Fee Schedule" means Tyler’s current Fee Schedule for use of the Tyler Services, as may be altered or amended from time to time by Tyler. "Information" means the records, data, databases, documents, materials, and other information accessible through the Tyler Services. "License" means the limited license granted to You under this Agreement. "Proprietary Rights" means any patent, copyright, trademark, service mark, trade secret or other intellectual property right. "Third Party Content" means any content, records, data, documents, materials, or other information supplied to Tyler pursuant to an agreement with a third party for inclusion as part of, or for use with, the Tyler Services. "Tyler" means Tyler Technologies, Inc. and its operating units and divisions. "Tyler Internet Site" means the Tyler efiling web sites (and all Enhancements thereto) with such other Web sites owned or maintained by Tyler and its affiliates from time to time. "Tyler Services" means, collectively, Tyler’s Odyssey File & Serve Application and any related services made available to You and any Authorized User from Tyler from time to time. "Tyler Technology" means any know-how, processes, methodologies, specifications, designs, inventions, functionality, graphics, techniques, methods, applications, computer programs, user manuals, on-line documentation, products or other technology and materials of any kind, or any Enhancement thereto, used by Tyler in connection with the performance of the Tyler Services or made available by Tyler to You, any Authorized User or any third party through the Tyler Internet Site. "Unauthorized Use" means any use, reproduction, distribution, disposition, possession, disclosure or other activity, including, without limitation, any bulk reselling involving any aspect of the Tyler Services, the Tyler Internet Site or Information that is not expressly authorized under this Agreement or otherwise in writing by Tyler. "User Identification" means the unique user identification name and password issued or otherwise assigned to each Authorized User for access to and use of the Tyler Services.
Section 2. License; Restrictions on Use
2.1 License.
Subject to the restrictions and limitations set forth in this Section 2 and elsewhere in this Agreement, Tyler hereby grants to You a nonexclusive, nontransferable, limited license to do the following during the term of this License: (a) enable Your Authorized Users to access and use the Tyler Services subject and according to the terms of this Agreement solely for Your internal use in the regular course of Your business; (b) subject to any applicable third party rights or restrictions of law, reproduce insubstantial portions of the Information for use in connection with the rights granted under (a) above and provide insubstantial portions of the Information to Your customers and clients, provided that such Information is provided as an incidental part of, and ancillary to, the other services You provide Your clients or customers.
2.2 General Restrictions and Limitations.
Paragraph 2.1 sets forth the entirety of Your right to access and use the Tyler Services. The License does not include the right to, and You will not directly or indirectly (a) enable any person or entity other than Authorized Users to access and use the Tyler Services; (b) modify or create any derivative work based upon any Tyler Technology, Information or Third Party Content; (c) engage in, permit or suffer to continue any bulk copying or bulk distribution of the Information or store the Information in a searchable database; (d) grant any sublicense or other rights under the License; (e) reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, any software that is part of the Tyler Technology;
(f) remove, obscure or alter any Proprietary Rights notice related to the Tyler Internet Site, the Tyler Services, the Tyler Technology or any Third Party Content; or (g) engage in, permit or suffer to continue any Unauthorized Use by any person or entity within Your control. You will ensure, through proper instructions and enforcement actions, that all access to and use of the Tyler Services and the Information obtained by You, or otherwise through Your facilities, equipment, identifiers or passwords, will conform to this Agreement and will be made and used solely for proper and legal purposes, and will be conducted in a manner that does not violate any law or regulation, the rights of any third party, court orders or Tyler's policies. Without limiting the foregoing, to the extent that Information is transmitted to the state of Illinois or third parties through the Odyssey File & Serve application, You and Your Authorized Users access to and use of the Information shall comply with all applicable state statutes, court rules and orders.
2.3 No Attorney-Client Relationship.
The Tyler Services do not constitute or contain legal advice, nor are they intended to by Tyler. Tyler is not engaged in the practice of law or in providing legal services. Use of the Tyler Services may require the application of professional expertise and judgment, for which You should consult a competent attorney licensed to practice in the appropriate jurisdiction.
2.4 Third Party Content, Software and Services.
The License as it relates to any Third Party Content, software or services is further subject to any restrictions and limitations specified in the terms and conditions displayed with or referenced in any such Third Party Content, software or services. Tyler's agreements with such third parties may require Tyler to deny or otherwise restrict Your access to certain Third Party Content, software or services available through the Tyler Services. You will comply with all such restrictions and such restrictions are incorporated herein by reference. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND THE TERMS AND CONDITIONS IMPOSED BY THIRD PARTIES, THE THIRD PARTY TERMS AND CONDITIONS WILL APPLY.
Section 3. Access to the Tyler Internet Site
3.1 Equipment, Services and Facilities.
You are solely responsible for providing, installing and maintaining at Your own expense all equipment, facilities and services necessary to access and use the Tyler Services, including, without limitation, all computer hardware and software, modems, printers, telephone service and Internet access.
3.2 Password.
Each Authorized User will be assigned User Identification to access and use the Tyler Services. You are solely responsible for tracking the User Identifications to specific Authorized Users and for ensuring the security and confidentiality of all User Identifications. You acknowledge that You are fully responsible for all liabilities incurred through the use of any User Identification and that any transaction under a User Identification will be deemed to have been performed by You. You will immediately notify Tyler of any unauthorized use of any User Identification or any other breach of security known to You. Use of any User Identification other than as provided in this Agreement will be considered a breach of this Agreement by You.
3.3 Hours of Operation; Scope of Tyler Services.
Tyler reserves the right at any time and without prior notice to You to change the Tyler Services' hours of operation or to limit Your access to the Tyler Services in order to perform repairs, make modifications or as a result of circumstances beyond Tyler's reasonable control. Tyler may add or withdraw products or services to or from the Tyler Services from time to time. You acknowledge that Tyler has no obligation to maintain or provide any Enhancements to the Tyler Services.
3.4 Privacy Statement.
Tyler believes strongly in protecting user privacy and providing You with notice of Tyler's collection and use of data, including personal identifying information, collected on the Tyler Internet Site. Tyler reserved the right to contact you in order to provide you updates and other information about this website. For additional information, please refer to the Tyler Privacy Statement for information regarding how Tyler uses and collects information.
http://www.tylertech.com/privacy
Section 4. Limitations on Use
4.1 Individual Access.
Only one individual may log-in to the Tyler Internet Site at the same time using the User Identification assigned, unless we permit otherwise.
4.2 Intellectual Property.
The Odyssey File & Serve program is the property of Tyler and is protected by applicable intellectual property laws.
4.3 Representations and Warranties.
You agree that Your access to and use of the Odyssey File & Serve program and the content available through the Odyssey File & Serve programs is on an "as-is" basis, and Tyler does not make any representations or warranties, express or implied, including, without limitation, any representations or warranties of merchantability or fitness for a particular purpose.
Section 5. Fee Schedule
5.1 Fees.
You will pay Tyler the fees, charges and other amounts for the License and the Tyler Services at the rates specified in the current Fee Schedules at the date of Your or Your Authorized Users' use of the Tyler Services. You are ultimately and fully responsible for payment to Tyler of all fees, charges and other amounts (including, without limitation, any statutory filing or other court fees), whether or not You are incurring such fees, charges or other amounts on Your own account or on behalf of Your client. All amounts payable under this Agreement are denominated in United States Dollars and You will pay all such amounts in lawful currency of the United States. Tyler reserves the right to change its generally applicable fees or its method of measuring usage, or both, at any time without prior notice. Fees charged to the authorized user for this service are subject to change by Tyler Technologies.
5.2 Payment Terms.
Unless You and Tyler separately agree to different payment terms, You will pay for the fees, charges and other amounts for You and Your Authorized Users' use of the Tyler Services by credit card. When You register for the Tyler Services, You will be prompted to enter Your credit card information.
5.3 Suspension of Services.
If You fail to pay any amount under this Agreement when due, in addition to any other remedies available at law or in equity, Tyler will have the right, in its sole discretion, to immediately suspend the License and You and Your Authorized Users' access to and use of the Tyler Services.
Section 6. Proprietary Rights
6.1 Ownership.
The Tyler Services, the Tyler Internet Site and the Tyler Technology constitute or otherwise involve valuable Proprietary Rights of Tyler. You acknowledge that You obtain only license rights under this Agreement. No title to or ownership of the Tyler Services, the Tyler Internet Site and the Tyler Technology, or any Proprietary Rights associated therewith is transferred to You, any Authorized User or any third party under this Agreement.
6.2 Protection of Proprietary Rights.
You will not infringe or violate, and will take appropriate steps and precautions for the protection of Tyler's Proprietary Rights. Without limiting the generality of the foregoing, You will (a) maintain access and use restrictions sufficient to prevent any Unauthorized Use; (b) not make the Tyler Services, the Tyler Internet Site, the Tyler Technology or Third Party Content available to any third party without the prior written consent of Tyler; and (c) otherwise use Your best efforts to prevent any Unauthorized Use. You will immediately notify Tyler of any Unauthorized Use that comes to Your attention and cooperate with Tyler to investigate and prevent the same. In the event of any Unauthorized Use relating to Your activities, any Authorized User or any of Your representatives, You will take all steps reasonably necessary to terminate such Unauthorized Use.
6.3 Infringer Policy.
Tyler respects the intellectual property of others, and expects its users to do the same. Tyler may, in appropriate circumstances and at its own discretion, limit access to the Tyler Internet Site and/or terminate your account if You or any of Your Authorized Users' infringe the intellectual property rights of others. Any person who believes that any Information available through the Tyler Internet Site infringes upon any copyright owned or controlled by such person, or that any link on the Tyler Internet Site directs users to another Web site that contains such infringing material may file a notification of such infringement with our Designated Agent. Please see the Copyright Policy and Notice and Procedure for Notifying Designated Agent of Claims of Copyright Infringement.
Section 7. Disclaimers and Limitations
7.1 Assumption of Risk; Responsibility to Verify.
You acknowledge that Tyler does not verify the completeness, propriety, timeliness or accuracy of any Information or Third Party Content available through the Tyler Internet Site. Tyler does not control the contents of any Information and will not be responsible for any claimed loss of privilege or other claimed injury due to disclosure of sealed, confidential or privileged information. Tyler may provide from time to time links from the Tyler Internet Site to other Web sites that are not controlled by Tyler and are not related to the Tyler Services. Tyler is providing these links only as a convenience, and no such link implies an affiliation, endorsement, or adoption by Tyler of the linked Web site or any Information, services or products obtained through such links. You acknowledge that by providing the Information and the Tyler Services, Tyler does not underwrite or assume any of the risks of Your business or activities. IT IS YOUR RESPONSIBILITY TO VERIFY THE INFORMATION AND THIRD PARTY CONTENT OBTAINED THROUGH THE TYLER INTERNET SITE WITH THE OFFICIAL INFORMATION REPOSING AT THE COURT OF RECORD OR OTHER DATA SOURCE.
7.2 DISCLAIMER.
THE LICENSE, TYLER SERVICES, THE TYLER INTERNET SITE, TYLER TECHNOLOGY, INFORMATION AND ALL SOFTWARE, SERVICES AND OTHER ITEMS PROVIDED THEREIN ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TYLER, 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, DEFECT, DEFICIENCY, INFRINGEMENT OR NONCOMPLIANCE IN THE TYLER SERVICES, THE TYLER INTERNET SITE, TYLER TECHNOLOGY, INFORMATION OR ANY SOFTWARE, SERVICES OR OTHER ITEMS PROVIDED BY, THROUGH OR ON BEHALF OF TYLER UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE).
7.3 Third Party Content, Software and Services.
Except as otherwise agreed upon by the parties in writing, the warranties, obligations and liabilities of Tyler and Your remedies with respect to any Third Party Content, software or services will be limited to whatever recourse may be available against the third party provider of such Third Party Content, software or services and ARE SUBJECT TO ALL RESTRICTIONS AND OTHER LIMITATIONS AS MAY BE DISPLAYED IN OR REFERENCED BY SUCH THIRD PARTY CONTENT, SOFTWARE OR SERVICES.
Section 8. Your Warranties and Indemnification
8.1 Warranty.
In addition to any warranties set forth elsewhere in this Agreement, You warrant to Tyler that the performance of Your obligations and Your and Your Authorized Users' access to and use of the Tyler Services will not violate any third party rights or any applicable laws, rules or regulations.
8.2 Indemnification.
You will defend, indemnify and hold harmless Tyler, and its directors, officers, employees, owners and agents 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 Tyler; (c) any use by You or Your Authorized Users, customers or clients of the Information, Third Party Content, or any other software, services or other items provided under this Agreement.
Section 9. Limitations of Liability
9.1 Force Majeure.
Neither party will be liable for, or be considered to be in breach of or 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). This paragraph will not apply to any payment obligation of either party.
9.2 No Consequential Damages.
NEITHER TYLER NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILLIATES OWNERS, SUPPLIERS AND THE PROVIDERS OF THIRD PARTY CONTENT WILL BE LIABLE TO YOU OR ANY OF YOUR 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) WHETHER OR NOT CHARACTERIZED BY IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF TYLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IRRESPECTIVE OF FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY, ARISING FROM OR RELATED TO ANY PROVISION OF THIS AGREEMENT, THE LICENSE, TYLER SERVICES, THE TYLER INTERNET SITE, THE TYLER TECHNOLOGY, INFORMATION OR ANY SOFTWARE, SERVICES OR OTHER ITEMS PROVIDED IN CONNECTION THEREWITH, OR THE FAILURE OF TYLER TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE BY TYLER.
9.3 Limitation of Liability.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF TYLER WITH REGARD TO THE LICENSE, TYLER SERVICES, INFORMATION AND ANY OTHER ITEMS OR SERVICES PROVIDED OR FAILED TO BE PROVIDED UNDER THIS AGREEMENT EXCEED THE COMPENSATION PAID BY YOU TO TYLER UNDER THIS AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE ACCRUAL OF SUCH CLAIM. YOUR RIGHT TO MONETARY DAMAGES UP TO THAT AMOUNT WILL BE IN LIEU OF ALL OTHER REMEDIES THAT YOU OR YOUR AUTHORIZED USERS MAY HAVE AGAINST ANY COVERED PARTY.
Section 10. Arbitration
Any controversy or claim arising out of or relating to this Agreement, which is not settled by reasonable negotiations between the parties, will be settled by arbitration that will be binding on all parties. Each party expressly agrees to be bound to any results of such arbitration and not to dispute in any way, at law or otherwise, the decision rendered by such arbitration. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The arbitration will be conducted by a single arbitrator and agreed rules if all parties can agree upon such arbitrator and rules, and if such agreement cannot be reached between the parties, the arbitration will be arbitrated by a single arbitrator in accordance with the rules of the American Arbitration Association, which decision will be binding on the parties. The arbitrator will not be empowered to award punitive damages to either party. The arbitrator will be a person from the locality of Plano, TX and the arbitration hearing will be held in the Plano, TX metropolitan area. The cost of arbitration will be borne equally by the parties unless the arbitrator makes a final determination, which determination will be binding upon the parties, that one of the parties should be regarded as the prevailing party as to the matters submitted to the arbitration, in which event the non-prevailing party will bear all costs related to the arbitration. Notwithstanding the foregoing, either party may, on good cause shown, seek a temporary restraining order and/or a preliminary injunction from a court of competent jurisdiction, to be effective pending the institution of the arbitration process and the deliberation and award of the arbitrator.
Section 11. Miscellaneous
11.1 Modifications.
This Agreement may be amended by Tyler from time to time by Tyler posting on the Tyler Internet Site the amended Agreement or other notice of the amendments. Latest revision dates are indicated at the top of the document. Continued use of the Tyler Internet Site following the fifteenth day after such posting will constitute acceptance of the change. If You do not accept the amended terms, You must cease using the Tyler Services.
11.2 Assignment.
This Agreement, and the License granted hereunder, may not be assigned by You to any third party. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.
11.3 Nonwaiver.
Waiver of any breach of any term or condition of this Agreement will not be deemed a waiver of any prior or subsequent breach.
11.4 Termination.
Notwithstanding any of these terms and conditions, Tyler reserves the right, without notice and in its sole discretion, to terminate Your License, and to block or prevent future access to and use of the Tyler Services by You or Your Authorized Users. Unless such termination is at Your request or is due to Your breach, Tyler will refund any fees prepaid by You with respect to periods following the effectiveness of such termination. You will be responsible for paying Tyler any amounts owed for You and Your Authorized Users' access to and use of the Tyler Services prior to the effectiveness of such termination. Upon termination, You will immediately discontinue use of the Tyler Services.
11.5 Severability.
This Agreement will be enforced to the fullest extent permitted by applicable law. If any provision of this Agreement is held to be invalid or unenforceable to any extent, then
(a) such provision will be interpreted, construed and reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision and (b) such invalidity or unenforceability will not affect any other provision of this Agreement.
11.6 Questions and Contact Information.
General questions or comments about the Tyler Internet Site or the Tyler Services may be directed to Tyler's Customer Service by e-mail at efiling.support@tylertech.com or by postal mail at Tyler Technologies, Inc., 5101 Tennyson Parkway, Plano TX, 75024.
11.7 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 Texas, U.S.A., without reference to its choice of law principles to the contrary. The 1980 UN Convention on Contracts for the International Sale of Goods or its successor will not apply to this Agreement.
11.8 Entire Agreement.
This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement, and this Agreement replaces and supersedes any prior verbal understandings, written communications or representations on the subject matter hereof.
