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Interstate Title Solutions, LLC 

Terms and Conditions

Updated October 11, 2023

Thank you for choosing Interstate Title Solutions, LLC

  1. DEFINITIONS AND SCOPE OF AGREEMENT; ACCEPTANCE BY ACTION
    1. Definitions. The following list contains definitions of capitalized terms that appear in these Terms and Conditions. The following definitions may reappear in these Terms and Conditions for convenience. In the event of any conflict of two definitions for one defined term, the definitions in this section shall control.
      • “The Agreement” shall refer to these Terms and Conditions and the Service Agreement, collectively.
      • “Claims” shall refer to any and all third party liabilities, obligations, claims, damages, fines, penalties, interest, taxes, causes of action, costs and expenses, including without limitation, reasonable fees and disbursements of counsel, imposed upon or asserted against or incurred by a Party that arises out of or is in connection with the breach by the other Party of any representations, warranties or obligations set forth in the Service Agreement or these Terms and Conditions.
      • “Content” shall refer to information, materials, graphics, software, data and content that appears on Service Provider’s website(s) or is transmitted to User.
      • “Effective Date” shall refer to the date of execution of the Service Agreement and Authorization for Direct Payment form by the User.
      • “GLB Act Privacy Regulations” shall refer to 15 U.S.C. 6801 to 6809, as amended from time to time, and the rules and regulations promulgated thereunder.
      • “Input Data” shall refer to the data provided by the User, state governments, and other third parties that Service Provider uses to generate the Service Data for a particular User-Customer Transaction.
      • “Invoice Date” shall refer to the date a charge is due to Service Provider.
      • “Nonpublic Personal Information” shall have the meaning given to it in 16 C.F.R. 314.2(d)..
      • “On-site Consultation Services” shall refer to any consulting services regarding the Services wherein the Service Provider sends personnel to User other than the “On-site User Training.”
      • “On-site User Training” shall refer to training performed by Service Provider in which the User requests Service Provider to send personnel to User to train User on how to use the Services.
      • “The Parties” shall refer to the User and Service Provider, collectively.
      • “Renewal Date” shall refer to the anniversary of the Effective Date.
      • “Service Agreement” shall refer to the document titled “Service Agreement and Authorization for Direct Payment“ executed by the Parties that contains more pricing and account information.
      • “Service Data” shall refer to the data Service Provider generates and produces to the User by using the Services.
      • “Service Provider,“ “our,“ “us,“ and “we“ shall refer to Interstate Title Solutions, LLC.
      • “Service Provider-User Transaction” shall refer to a transaction between the Service Provider and the User wherein the User requests and pays for Service Data regarding a corresponding User-Customer Transaction.
      • “Services” shall refer to the services, and the provision thereof, that Service Provider provides to User and to which these Terms and Conditions apply: ITS Nationwide, ITS Dealer, ITS API Solutions, ITS RV, and DMV on Demand.
      • “Software” shall refer to the Services and their related software, including without limitation the Service Provider’s application programming interface (API).
      • “Technology Annual Charge” shall refer to the annual charge to use the Services.
      • “Term” shall refer to the twelve (12) calendar months after the Effective Date.
      • “Transaction Charge” shall refer to the charge per Service Provider-User Transaction.
      • “User” shall refer to any person or business entity who uses the Services or Service Data or Service Provider’s website and has entered into a Service Agreement with Service Provider.
      • “User-Customer Transaction” shall refer to any transaction between the User and the User’s customer for which the User uses the Service Data.
      • “User Input Data” shall refer to the data provided specifically by the User that Service Provider uses to generate Service Data for a particular User-Customer Transaction.
    2. Scope of Agreement. This document describes the Terms and Conditions of the service relationship between the User and Service Provider and describes the User’s rights and obligations regarding its access and use of the Service Provider’s website(s), Services, and Service Data in addition to the rights and obligations provided in the Parties’ Service Agreement.
    3. User’s Compliance with Terms and Conditions. User will abide by these Terms and Conditions when using the Services and agrees to abide by these Terms and Conditions by using or accessing the Services, entering into the Service Agreement, or by accessing the Service Provider’s website(s) where these Terms and Conditions are made available to User on www.itsnationwide.com. If User doesn’t agree to abide by these Terms and Conditions, User may not use Services.
    4. Modification Prohibition. By using or accessing Services, or by agreeing to this Agreement where the option is made available to User on www.itsnationwide.com, User agrees to abide by this Agreement without modification by User unless approved by both Service Provider and User.
  2. DISCLAIMERS
    1. Reliance Upon Input Data.  Service Provider takes reasonable measures to ensure that the Service Data is accurate. The Service Provider provides said Service Data “as available,” and the Service Provider disclaims all warranties, express or implied. To produce the Service Data, the Service Provider processes and relies upon the Input Data, the accuracy and timeliness of which is not within the Service Provider’s control. The Service Provider shall not be held liable for any errors or omissions of Input Data or errors of omissions of Service Data that are the result of errors or omissions of its Input Data.
    2. Expiration of Service Data. Due to the time sensitive nature of the Service Data and the Input Data upon which it relies, the Service Data that the Service Provider provides to a User to facilitate a particular User-Customer Transaction expires and becomes invalid on the thirty-first (31st) day after the date the Service Provider provides it to the User, or at the time any government-imposed late fee begins to accrue for that transaction, whichever is earlier. If Service Data expires for a particular User-Customer Transaction, the Service Provider recommends that the User re-enters its Input Data so the Service Provider may generate new Service Data. A Service Provider-User Transaction will terminate, and the associated transaction fee will become non-refundable on the ninety-first (91st) day after the date User initiates said Service Provider-User Transaction or edits the Input Data submitted by User for that particular transaction, whichever is later.
    3. Third Party Taxes and Fees Subject to Change. User agrees and understands the taxes and third party fees listed in the Tax Fee Summary page are estimates of the taxes and third party fees required for a particular transaction, and the amounts listed can be subject to change.
    4. Disclaimer of Errors by User. Service Provider shall not be held liable for any errors or omissions of information provided by User, including without limitation User Input Data.
    5. User’s Responsibility to Pay Penalty Fees to Third Parties.  Service Provider is not responsible to pay late fees and penalty fees on behalf of the User or User’s customer. If late fees or penalty fees apply to a transaction or are otherwise assessed against the User by a third party, the payment of the fees are the responsibility of the User or at the User’s discretion, its customer.
    6. Inability to Access Services. The Service Provider will not be liable for User’s inability to access any web-based Services for any reason whatsoever. It is User’s responsibility to become knowledgeable with Services provided on Service Provider’s web page(s). User will be liable for all third party fees incurred due to improper use of Services, including without limitation inputting erroneous data for a particular Service Provider-User Transaction and in creating the User’s account.
    7. Temporary Service Outages: Reasonable Efforts to Maintain Availability of Services. Service Provider will make reasonable effort to keep Services operational, however, all online services suffer occasional temporary disruptions and outages. Service Provider will not be liable for any disruption or loss User may suffer as a result of a temporary disruption or outage.
  3. CHARGES FOR SERVICES; TERM OF AGREEMENT
    1. Technology Annual Charges and Transaction Charges.  There are charges associated with each of the Services. User may be charged an annual charge to use the Services (“Technology Annual Charge”) and a separate transaction charge per Service Provider-User Transaction (“Transaction Charge”). The amount of these charges is listed in the User’s Service Agreement. User agrees to pay any applicable charges associated with the Services. Technology Annual Charges and out of state documentation administration charges are non-refundable.
    2. On-site Training and Consultation Charges. There are charges associated with Service Provider’s training and consultations regarding the Services. In the event User requests Service Provider to send personnel to User to train User on how to use the Services (“On-site User Training”) or otherwise consult with User regarding the Services (“On-site Consultation Services”), and Service Provider fulfills said request, User will pay the charges of said training and consultation services as listed in the associated invoice. Charges for On-site User Training and On-site Consultation Services are non-refundable.
    3. Payment Method and Automatic Charges.  To pay the charges for the Services, User will be asked to provide a payment method at the time User signs up for the Services. User agrees to always keep its billing account information current, including the payment method it provides to Service Provider. Changes made by User to User’s payment method will not affect charges submitted to the User’s billing account unless User provides Service Provider with enough time for Service Provider to reasonably act on said changes. All charges will be charged using the payment method on file.
    4. Representations and Authorizations to Charge Payment Method. By providing Service Provider with a payment method and other billing information, User (i) represents that User is authorized to use the payment method and other billing information provided and that said payment method and other information is true and accurate; (ii) authorizes Service Provider to charge for the Services using said payment method and other information; and (iii) authorizes Service Provider to charge for any paid feature of the Services that User uses.
    5. Transaction Charges Charged Immediately. Transaction Charges will be charged immediately when the User accesses the Service Provider’s website and initiates a Service Provider-User Transaction, except for ITS Nationwide Services which will be charged every Monday for the transactions processed during the prior calendar week. The User may initiate a Service Provider-User Transaction by inputting data concerning a particular User-Customer Transaction into Service Provider’s website.
    6. Effective Date, Term, and Automatic Renewal of Service Agreement.  The Effective Date of the Service Agreement is the date of execution of the Service Agreement and Authorization for Direct Payment form by the User (“Effective Date”). The term of the Service Agreement is twelve (12) calendar months (“Term”). User’s Service Agreement will automatically renew on the anniversary of the Effective Date (“Renewal Date”) unless cancelled by either Party pursuant to Section 11.2. The Technology Annual Charge will be charged on the Renewal Date each year that the Service Agreement renews. If the Service Provider has received written notice of cancellation from the User prior to the Renewal Date or fewer than ten (10) calendar days thereafter, User will not be charged for the subsequent renewal Term.
    7. Charges Subject to Change. Service Provider may change the amount of the charges for the Services at any time. The account administrator for the User will be notified by the Service Provider via email fifteen (15) calendar days before the change. If the User does not agree to the change, it is the User’s responsibility to cancel the Service Agreement pursuant to Section 11.2 and stop using the Services before the change takes effect.
    8. Suspension of Services by Service Provider. Service Provider may suspend or terminate User’s access to Services if any charge by Service Provider to User becomes past due or after User receives an insufficient funds notification. A charge will be considered past due on the thirtieth (30th) day after date it is charged (the “Invoice Date”). If a charge becomes past due, User will be subject to a delinquency charge of five percent (5%) of the past due amount. Suspension of the Services for non-payment could result in a loss of access to and use of User’s account until User makes all past due payments.
    9. Charges for ACH Return and Declined Credit Card.  User will be charged an ACH return charge or declined credit card transaction charge in the amount of twenty-five dollars ($25.00) for any failure of an ACH bank withdrawal or credit card transaction against the User’s account.
  4. PROTECTION OF CONFIDENTIAL INFORMATION.
    1. Definition and Nondisclosure of Confidential Information. The Parties agree to keep confidential and not disclose to any non-party to the Service Agreement any Confidential Information of the other Party, as defined herein, unless this Agreement provides otherwise or the disclosing Party obtains the written consent to disclose such information from an officer of the other Party, or in the case where the disclosing Party is Service Provider, from the agent(s) for User who serve(s) as the point of contact for Service Provider or who submitted the User Input Data. Confidential Information includes: (i) information of the other Party’s research, development, trade secrets and business affairs, but excluding information which is generally known or easily ascertainable by non-parties of ordinary skill in computer systems, design, and programming, (ii) the User Input Data, (iii) the Service Data, and (iv) the Service Agreement and the provisions thereof including without limitation the pricing, payment or account information (“Confidential Information”). However, the Parties may disclose the fact that an agreement exists between the Parties for the Services.
    2. User’s Responsibility of User’s Account; Service Provider’s Access to User’s Account. User is responsible for all activity that occurs on User’s account and for maintaining the confidentiality of User’s password, account information, and the Confidential Information. In the event User needs its password changed, it is the User’s sole obligation to notify Service Provider immediately of such need. Furthermore, User agrees that Service Provider may access User’s account for maintenance or to attempt to resolve service or technical issues. The agents of Service Provider who access User’s account will be bound by confidentiality obligations and may be subject to discipline, including termination from employment with Service Provider and criminal prosecution, if they fail to meet these obligations, to notify Service Provider immediately of such need.
    3. Confidentiality Measures; User’s Limitation of Disclosure to User’s Agents. The Parties shall keep Confidential Information in the strictest confidence and shall use all security measures that are reasonable and necessary to protect the Confidential Information. User shall not disclose Confidential Information to any employee or independent contractor of User unless the employee or independent contractor has a need to know same and is bound by confidentiality obligations.
    4. Service Provider’s Limited Permitted Disclosures of User’s Confidential Information. Service Provider acknowledges that during the performance of the Service Agreement, Service Provider may learn or receive Confidential Information of the User, and therefore Service Provider hereby agrees that all such Confidential Information will be kept confidential by the Service Provider, except to the extent that such information is required to be divulged to the Service Provider’s employees, independent contractors, or third parties to enable Service Provider to respond to legal requirements, enforce Service Provider’s policies, or protect the rights, property, or safety of User or Service Provider, or their employees and independent contractors, members, agents, and subsidiaries. Therefore, Service Provider may share Confidential Information disclosed by User with.
      • Service Provider’s employees, independent contractors, or other third parties for the purposes of assisting with business operations, providing the Services, detecting and preventing potentially unlawful acts, and preventing imminent physical harm or financial loss to Service Provider or User or their employees or independent contractors;
      • law enforcement and other governmental officials and agencies in response to a verified request relating to a criminal investigation or alleged illegal activity, a subpoena for specified information, court order, or similar legal procedure;
      • other business entities, should Service Provider plan to merge with or be acquired by that business entity, in which case Service Provider will require that the new combined entity follow this Agreement with respect to User’s Confidential Information.

      Service Provider’s employees and independent contractors who receive Confidential Information will be bound by confidentiality obligations and may be subject to discipline, including without limitation termination from employment with Service Provider and criminal prosecution, if they fail to meet these obligations. Neither Party will use any portion of Confidential Information provided by the other Party hereunder for any purpose other than those provided for under this Agreement.

  5. USE OF SERVICE PROVIDER’S SOFTWARE AND INTELLECTUAL PROPERTY
    1. License to Use Services and Software. Service Provider grants to User a non-exclusive, revocable, non-transferable license to use the Services and their related software, including without limitation Service Provider’s API (“Software”), solely in connection with the Service Agreement and in accordance with these Terms and Conditions for the limited purposes of accessing Service Provider’s website to facilitate a User-Customer Transaction and otherwise obtaining the benefits of the Agreement. Such Software is protected by copyright and other intellectual property laws and treaties and Service Provider reserves all such rights to such Software not expressly granted to User in the Agreement. Service Provider solely owns the title, copyright, patent, trademark, and all other intellectual property rights in such Software, Services, and Service Data, and such Software, Services, and Service Data is licensed to User, not sold. The Service Data and the Services may be provided in various formats, all of which are expressly protected by copyright and other intellectual property rights. Users and visitors to our website(s) MAY NOT:
      • distribute, reproduce, publicly display or otherwise use said Service Data and Services for any public or commercial use;
      • “mirror” or include said Service Data and Services on your own website, server, or documents;
      • modify or use the Service Data and Services on this website(s) without the express written permission of Interstate Title Solutions,LLC; or
      • transfer the Service Data and Services to another person unless you give them notice of, and they accept, this Privacy Policy and the Terms and Conditions, which can be found here (https://www.itsnationwide.com).

      Users and visitors to our website(s) MAY:

      • print copies of the Service Data for personal or company use; and
      • store the Service Data on your own computer for personal or company use only.

      Users and visitors to our website(s) must, without exception, retain all copyright and proprietary notices contained in the Services and Service Data on all copies of the Services and Service Data printed or downloaded.

    2. Limitations on Use of Services and Software. User shall not disassemble, decompile, or reverse engineer such Software. Service Provider provides the Services and Service Data on or through its website(s) for informational purposes and use only and the User shall not rely on the Service Data for any other purpose.
    3. Designation of User’s Accessing Agent. The User shall designate at least one full-time employee as an authorized user of the Software and shall limit access to said Software to those employee(s) who have been so authorized, executed an Authorized User Affidavit and Confidentiality Agreement, and who are covered under the User’s bond as provided for under applicable law. User shall not allow unauthorized individuals to access to the Software. User shall notify Service Provider no later than the seventh (7th) day after User changes its authorizations for its employee(s) to access the Software.
    4. Service Provider’s Access to User’s Computer. Service Provider may check User’s version of such Software, access User’s client of such Software, and download upgrades to such Software to User’s computer to update, enhance and further develop the Services.
  6. DATA SECURITY AND PRIVACY POLICY
    1. Collection of Information. We recognize and respect the privacy of our Users and other visitors to our website(s) under applicable federal and state privacy laws. In the course of our business, we may collect personal information from the User when the User visits our site, fills out a form, and in connection with other activities, services, features or resources we make available on our website(s). The User and the User’s agent(s) who will be using the Services may be asked for their name, email address, date of birth, telephone number, credit card information, social security number, and copy of driver’s license. In addition, we will collect User Input Data, which may contain personal information of the User’s customer. We will collect personal information from the User only if the User voluntarily submits such information to us. The User can always refuse to supply personal identification information; however, such refusal may prevent them from engaging in certain Site-related activities.
    2. Service Provider’s Use and Sharing of User’s Personal Identification Information. Service Provider does not sell, trade, or rent the User’s personal identification information to third parties. However, Service Provider may share generic aggregated demographic information not linked to any personal identification information regarding the User and visitors to the Service Provider’s website with our business partners or trusted affiliates. Email addresses obtained as a result of requests to our website will not be sold or given to any third party for marketing purposes. Service Provider may collect, use, and share the User’s personal identification information for the following purposes:
      • to process payments by the User;
      • to perform statistical analyses;
      • to provide the Services to the User;
      • to send periodic emails to the User pertaining to the User’s transactions;
      • to provide customer support, respond to the requests by the User, forward said requests to the appropriate department of Service Provider;
      • to communicate updates about the system to the User that may be of interest to the User;
      • to provide our web developers with valuable feedback from the User to improve the website(s) and Services;
      • to comply with applicable law or legal process, such as in response to a subpoena or court order served on Service Provider;
      • to protect or defend the rights or property of Service Provider or User;
      • to protect the personal safety of the User or Service Provider, their agents, or the public;
      • other legitimate business purposes not specified in this section.
    3. Security of User’s Account and Protection of User’s Information. Service Provider uses reasonable measures to protect personal information and utilizes advanced technology for Internet security to protect said information online. Service Provider’s website is protected by Secure Socket Layer (SSL) encryption technology, which protects the information by using both server authentication and data encryption, ensuring that User’s data is safe,secure, and available only to registered people in the User’s organization. We limit access of the personal information only to those employees of Service Provider who require such access in order to provide the Services to the User or for other legitimate business purposes. As a proactive security measure, Service Provider strongly recommends to the User that only permanent employees of the User have access to the online system. Temporary staff members should have limited access or be denied access to the system for the User’s Input Data and Service Data. Service Provider records the IP address, username and password when the User logs on to Service Provider’s website(s), which allows Service Provider to monitor operations of the system and provide reasonable security against unauthorized access. If the User has any concerns about the security of User’s account, User should contact Service Provider immediately so the proper action(s) to change and further secure User’s account can be taken immediately.
    4. Third Party Websites. The User may find other content on Service Provider’s website(s) that link to websites operated by third parties, such as state government websites and forms. Service Provider does not control the content or links that appear on third party websites and are not responsible for the practices employed by websites linked to or from Service Provider’s website(s). Third party websites or services, including their content and links, may be constantly changing. Third party websites and services may have their own privacy and customer service policies that differ from Service Provider’s. Browsing and interaction on any website or domain other than Service Provider’s website(s), including those which have a link to or on Service Provider’s website(s), is subject to that third party’s own terms and policies.
    5. Compliance with Data Protection Laws.   Each Party hereto agrees to comply with all privacy and data protection laws, rules, and regulations, as applicable now or in the future, including without limitation, the GLB Act Privacy Laws. In the course of performing this Service Agreement, User and Service Provider may disclose to each other or may receive Nonpublic Personal Information. The Parties agree they will NOT use or disclose such Nonpublic Personal Information to any nonaffiliated third party, as defined under the GLB Act Privacy Laws, except:
      • in the ordinary course of business to carry out the purpose or purposes for which the Nonpublic Personal Information is disclosed to such party under an exception to the GLB Act Privacy Laws (including, for the avoidance of doubt, disclosure by Service Provider to third party service providers engaged by Service Provider to assist Service Provider in carrying out the Services);
      • to the extent necessary to carry out the purpose(s) for which such information is disclosed;
      • as permitted by applicable law and the Agreement.

      The Parties further agree that any affiliate of either Party may use and disclose Nonpublic Personal Information to any nonaffiliated third party only to the extent that the recipient of such information may lawfully use and disclose such information under the GLB Act Privacy Laws and this section. Each Party shall comply in all respects with all applicable requirements of the GLB Act Privacy Laws. The obligations under this section shall survive the termination of the Service Agreement.

    6. Security of Nonpublic Personal Information. Each Party shall maintain physical, electronic, and procedural safeguards in compliance with applicable laws to protect the Nonpublic Personal Information received from the disclosing Party. Service Provider has designed and implemented safeguards (collectively, the  Safeguards ) to control risks relating to the use, storage, and disclosure of customer information (as defined in 16 C.F.R. 314.2(d)), including by:
      • Implementing and periodically reviewing access controls, including technical and as appropriate, physical controls to:
        • Authenticate and permit access only to authorized users (as defined in 16 C.F.R. 314.2(a)) to protect against the unauthorized acquisition of customer information; and
        • Limit authorized users’ access only to customer information that they need to perform their duties and functions, or, in the case of customers (as defined in 16 C.F.R. 314.2(c)), to access their own information;
      • Identifying and managing the data, personnel, devices, systems, and facilities that enable Service Provider to achieve business purposes in accordance with their relative importance to business objectives and Service Provider’s risk strategy;
      • Protecting by encryption (as defined in 16 C.F.R. 314.2(f)) all customer information held or transmitted by Service Provider both in transit over external networks and at rest. To the extent Service Provider determines that encryption of customer information, either in transit over external networks or at rest, is infeasible, Service Provider may instead secure such customer information using effective alternative compensating controls reviewed and approved by Service Provider’s Qualified Individual (as defined in 16 C.F.R. 314.4(a));
      • Adopting secure development practices for in-house developed applications utilized by Service Provider for transmitting, accessing, or storing customer information and procedures for evaluating, assessing, or testing the security of externally developed applications Service Provider utilizes to transmit, access, or store customer information;
      • Implementing multi-factor authentication (as defined in 16 C.F.R. 314.2(k)) for any individual accessing any information system (as defined in 16 C.F.R. 314.2(j)), unless Service Provider’s Qualified Individual has approved in writing the use of reasonably equivalent or more secure access controls;
      • Developing, implementing, and maintaining procedures for the secure disposal of customer information in any format no later than two (2) years after the last date the information is used in connection with the provision of a product or service to the customer to which it relates, unless such information is necessary for business operations or for other legitimate business purposes, is otherwise required to be retained by law or regulation, or where targeted disposal is not reasonably feasible due to the manner in which the information is maintained; and
      • Periodically reviewing Service Provider’s data retention policy to minimize the unnecessary retention of data.
      • Adopting procedures for change management; and
      • Implementing policies, procedures, and controls designed to monitor and log the activity of authorized users and detect unauthorized access or use of, or tampering with, customer information by such users.
    7. Risk Assessments. Service Provider will, upon User’s request, but not more than once per year, complete a questionnaire prepared by the User reasonably designed to assess the risk presented by Service Provider with respect to the use and handling of customer information and the continued adequacy of the Safeguards.
    8. Duty to Report Security Breach.  In the event that either Party to this Agreement reasonably suspects that Nonpublic Personal Information disclosed to it by the other Party has been or may have been subject to unauthorized internal or external access or unauthorized use or disclosure, that Party shall notify the other Party to the Agreement of the compromise or possible compromise and list in detail the compromised information within a reasonable timeframe upon confirmation of the breach.
    9. Use of Cookies. The Service Provider website(s) may use “cookies” to help the User personalize its online experience. A cookie is a text file that is placed on the User’s hard disk by a web page server. Cookies cannot be used to run programs or deliver viruses to the User’s computer. Cookies are uniquely assigned to each User and can only be read by a web server in the domain that issued the cookie to the User. One of the primary purposes of cookies is to save the User time. The purpose of a cookie is to tell the web server that the User has returned to a specific page. For example, if the User personalizes Service Provider’s pages, or register with Service Provider’s website(s) or Services, a cookie helps Service Provider recall the User’s specific information on subsequent visits, thereby simplifying the process of recording the User’s personal information, such as billing addresses, shipping addresses, etc. When the User returns to the Service Provider’s website(s), the information the User previously provided can be retrieved, so the User can easily use the Service Provider’s features that the User customized. The User has the ability to accept or decline cookies. Most web browsers automatically accept cookies, but the User can usually modify its browser setting to decline cookies if the User prefers. If the User chooses to decline cookies, the User may not be able to fully experience the interactive features of the Services or website(s) the User visits.
  7. WARRANTIES
    1. Service Provider’s Warranty of Rights to Offer Services. Service Provider represents and warrants that:
      • it is the owner or valid licensee of the Services or rights to the Services, respectively, to be provided to User and of the web-based system and any version of it, including all intellectual property rights therein under patent, copyright, trademark, and other applicable law; and
      • it has the full and sufficient right, power, and authority to offer and license the Services to User.
    2. User’s Representations, Warranties, and Indemnification of Service Provider. User is solely responsible for any legal liability arising out of or relating to User’s transaction with its customer, including without limitation the title and/or registration process of a vehicle, and any Nonpublic Personal Information or Confidential Information that is lost by, stolen, or misappropriated from User. User represents and warrants that:
      • User is or will be authorized by its customers to process its customers’ User-Customer Transactions, including without limitation the title and/or registration of the vehicle the User sells to its customer in the event the User is an automobile dealership; and
      • the use, reproduction, distribution, or transmission of the User Input Data will not violate any criminal laws or any rights of any third parties. User and the person(s) signing the Service Agreement on behalf User represent and warrant that the person(s) signing for User have the right and power to enter User into the Service Agreement and these Terms and Conditions.
  8. INDEMNIFICATION
    1. The Parties shall at all times indemnify and hold harmless and defend each other and each other’s employees, officers, directors, shareholders, contractors and agents from and against any and all third party liabilities, obligations, claims, damages, fines, penalties, interest, taxes, causes of action, costs and expenses, including without limitation, reasonable fees and disbursements of counsel, imposed upon or asserted against or incurred by a Party that arises out of or is in connection with the breach by the other Party (or with regard to the defense thereof, alleged breach) of any representations, warranties, or obligations set forth in the Service Agreement or these Terms and Conditions (collectively, “Claims”). This Paragraph shall survive the expiration or termination of the Service Agreement.
  9. LIMITATION OF LIABILITY
    1. Limitation of Damages and Time to Assert Claims. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED, OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. ANY CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT SHALL BE ASSERTED WITHIN ONE (1) YEAR OF THE DATE UPON WHICH CAUSE OF ACTION ACCRUED, OR THE DATE UPON WHICH THE COMPLAINING PARTY SHOULD HAVE REASONABLY DISCOVERED THE EXISTENCE OF SUCH CAUSE OF ACTION, WHICHEVER IS LATER. THE AGGREGATE LIABILITY OF THE PARTIES TO ONE ANOTHER SHALL NOT EXCEED THE AMOUNT OF CHARGES PAID BY USER UNDER THE SERVICE AGREEMENT. THE LIABILITY OF THE SERVICE PROVIDER WITH RESPECT TO DAMAGES RELATING TO ANY CUSTOMER SHALL NOT EXCEED THE AMOUNT OF CHARGES PAID BY USER UNDER THE SERVICE AGREEMENT IN CONNECTION WITH TRANSACTIONS WITH SUCH CUSTOMER.
    2. Changes to Service Provider’s Web Site(s); Limitation of Liability for Online Content. SERVICE PROVIDER MAY CHANGE ITS WEBSITE(S) OR DELETE FEATURES IN ANY WAY, AT ANY TIME AND FOR ANY REASON. As User uses the Service Provider’s website(s), User should expect to receive, access, or use information, materials, graphics, software, data and content that appears on Service Provider’s website(s) or is transmitted to User (collectively, “Content”). USER ACKNOWLEDGES AND AGREES THAT SERVICE PROVIDER IS NOT RESPONSIBLE OR LIABLE FOR (a) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTUOUS, OR ILLEGAL CONTENT, OR (b) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA. USER ACKNOWLEDGES AND AGREES THAT SERVICE PROVIDER IS NOT RESPONSIBLE OR LIABLE FOR (a) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT USER’S ACCESS TO OR USE OF THE SERVICE PROVIDER WEBSITE(S), (b) ANY INCOMPATIBILITY BETWEEN THE SERVICE PROVIDER’S WEBSITE(S) AND OTHER WEBSITE(S), SERVICES, SOFTWARE AND HARDWARE, (c) ANY DELAYS OR FAILURES USER MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE SERVICE PROVIDER’S WEBSITE(S) IN AN ACCURATE OR TIMELY MANNER, OR (d) ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH USER’S USE OF ANY THIRD PARTY’S SERVICES THOUGH LINKS CONTAINED ON SERVICE PROVIDER’S WEBSITE(S). THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS AGREEMENT APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND ARE NOT INTENDED TO DEPRIVE USER OF ANY MANDATORY PROTECTIONS PROVIDED TO USER UNDER APPLICABLE LAW.
  10. ENFORCEMENT OF AGREEMENT
    1. Mediation and Binding Arbitration; Injunctive Relief. If a dispute arises from or relates to this Agreement or a breach thereof, and if the dispute cannot be settled through direct discussions, the Parties agree to first attempt to settle the dispute by mediation administered by the American Arbitration Association (AAA) under its Commercial Mediation Procedures. The Parties further agree that any such dispute that is not resolved at mediation shall be resolved by binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules, except for actions only seeking an injunction, and judgement on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration will be held in Palm Beach County, Florida, or such other place as may be agreed upon at the time by the parties to the arbitration. In any such mediation or arbitration, the Parties shall bear their own attorney’s fees and shall split the costs imposed by the AAA, mediator, and arbitrator, as applicable. The Parties further agree that a breach of User’s obligations under Sections 4, 5, 6 and 8 could cause irreparable harm to Service Provider for which Service Provider would have no adequate remedy at law, and further agree that, notwithstanding the agreement of the Parties to arbitrate disputes as set forth above, Service Provider may apply to a court of competent jurisdiction to seek to enjoin preliminarily or permanently any breach or threatened breach of the User’s obligations under Sections 4, 5, 6 and 8.
    2. Governing Law and Jurisdiction. The Service Agreement and these Terms and Conditions shall be construed and enforced in accordance with the laws of the State of Florida. The Parties agree that exclusive jurisdiction for any disputes arising between the Parties shall be brought in the federal and state courts within the State of Florida and both Parties waive any defense of personal jurisdiction in those courts except as specified in section 10.1, Mediation/Arbitration in Florida.
    3. Attorney Fees and Costs. The Parties shall be entitled to recover, in addition to costs and disbursements allowed by law, reasonable attorney’s fees and costs in connection with enforcement of the Service Agreement or these Terms and Conditions, and such fees shall be awarded to the prevailing Party.
  11. MISCELLANEOUS PROVISIONS
    1. Construction of Agreement. The Agreement shall be interpreted in accordance with the plain meaning of their terms and not strictly for or against any of the Parties. Each Party has had the opportunity to cooperate in the drafting and preparation of the Agreement. The Agreement shall not be construed against any Party on the basis that the Party was the drafter. Invalidation of any one of the covenants or terms of the Agreement by ruling of a court of competent jurisdiction shall not affect any of the other provisions of the Agreement, which shall remain in full force and effect.
    2. Cancellation of Agreement. The Parties may cancel the Agreement for any reason. User must submit written notice to the Service Provider to cancel the Agreement. Cancellation of the Agreement by User will be effective on the tenth (10th) day after the day Service Provider receives said written notice from the User.
    3. Modification of Agreement. Service Provider may modify these Terms and Conditions and the Service Agreement at any time for any reason. If such a modification occurs, Service Provider will notify User, either via the User interface, email, or through other reasonable means. If User accesses the Services after the date a modification becomes effective, then User consents to the modification. If User does not agree to a modification, User must stop using the Services and cancel his Service Agreement pursuant to Section 11.2. No modification of the Service Agreement or any order for the Services, On-site Consultation Services, or On-site User Training shall be binding unless in writing and signed by both Parties.
    4. Execution in Counterparts. The Service Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
    5. Non-Waiver of Rights. Either Party’s failure to require the other Party’s performance of any term or condition of this Agreement shall not constitute a waiver and shall not affect the right of such Party to later enforce such provision, unless such waiver is made expressly in writing signed by an authorized representative of the waiving Party. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.
    6. Force Majeure. Neither Party shall be liable for service interruptions, delays, failure to perform, damages, losses or destruction, or malfunction of any consequence thereof caused or occasioned by, or due to fire, flood, water, the elements, acts of God, war, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond the affected Party’s reasonable control. The Party so delayed or prevented from performing shall provide prompt notice of such event to the other Party and shall exercise good faith efforts to remedy any such cause of delay or cause preventing performance.
    7. Good Faith. The Parties agree to act in good faith and to abide by the provisions set forth in these Terms and Conditions and the Service Agreement in such a manner.
    8. Integration; Entire Agreement. This Agreement does not constitute an offer by either Party and, it shall not be effective until signed by both Parties. Upon execution by both Parties, this Agreement and all exhibits and attachments shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall be deemed to merge all prior and contemporaneous agreements, communications, representations, understandings, and agreements, either oral or written, between the Parties with respect to said subject matter.
    9. Authorized Representative(s) of Parties. The Parties warrant that their authorized representative(s), agent(s), or employee(s) who execute this Agreement or any amendment hereto, have the requisite authority to bind the respective Party to this Agreement.
    10. Severability of Agreement. In the event of any inconsistency between the terms of an order for Services, On-site Consultation Services, On-site User Training, the Service Agreement, and these Terms and Conditions, the terms of these Terms and Conditions shall prevail. The laws of the State of Florida shall govern this Agreement. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative. Any provision of this instrument prohibited by law in any state shall, as to such state, be ineffective to the extent of such prohibition, without invalidating the remaining provisions of this instrument.
    11. Notice. All notices, requests, demands, and other communications to Service Provider hereunder shall be in writing and shall be deemed given at the time such communication is sent by registered or certified mail (return receipt requested), or recognized national overnight courier service, or delivered personally, to the following address (or other address as shall be specified by like notice) and if to Service Provider, notice must be made to the attention of both the CEO and General Counsel.
      Service Provider
      Company Name:
      Address:
      City, State, Zip Code:
      Phone:
      Fax:
      E-mail:
      Web Address:      		 Interstate Title Solutions, LLC
      360 N Congress Ave
      Delray Beach, FL 33445
      (561) 276.3040
      (561) 276.3160
      [email protected]
      https://www.itsnationwide.com

      User

      As stated on the Service Agreement and Authorization for Direct Payment.

    12. Assignment. User shall not assign this Agreement and any rights or obligations hereunder without the express written approval of Service Provider. In addition, any transfer of control of substantially all of the assets or business of User to a third party by any means, including without limitation, stock acquisition or merger, shall be deemed to be an assignment for purposes of this section. Service Provider may assign this Agreement without limitation.
    13. Additional Service Agreements. Service Provider and User may enter into additional service agreements, which shall automatically be subject to these Terms and Conditions and become part of this Agreement.
    14. Survival of Agreement. Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of the Agreement shall survive and remain in effect after such happening.

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement by signing the Service Agreement and Authorization for Direct Payment form.