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Dispute Resolution Management

ALTA Pillar 7 Solution ($50/month/unlimited users)

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Welcome to EXCEDIANT DRM! Before using our services, You must read and agree to these Terms and Conditions ("Agreement"). You must click the “I Agree” button in order to use the EXcediant DRM Service.

By clicking the “I Agree” button, or by using the Service, You: (a) are indicating that You have read the Agreement, understand it, and agree to be legally bound to it, on behalf of the company or other legal entity for which You are acting (for example, as an employee) (“Company”) or if there is no Company, on behalf of Yourself as an individual (collectively, “You” or "Your"); and (b) You represent and warrant that You have the right, power and authority to act on behalf of and bind Your Company (if any) or Yourself (if there is no such entity). A contract is then formed between Excediant Software LLC. (“EXCEDIANT”) and either You personally, if You access the Service for Yourself, or Your Company.

If You or Your Company do not agree to this Agreement or You do not have the right, power and authority to legally bind Your Company or Yourself, then: (1) do not click “I Agree” but instead click “I Reject” (or other button or mechanism designed to reject this Agreement); and (2) You are not permitted to access or use the Service; however, any unauthorized use or access by You or Your Company still constitutes agreement and consent to this Agreement.

RECITALS:

EXcediant DRM is a cloud based dispute resolution management system.

1.Definitions.

1.1.“Authorized Users” means Your individual employees and Your consultants, contractors, customers, agents and others with whom You conduct business for whom You have purchased subscriptions to the Service who access and use the Service only for Your benefit or as part of Your business operations.

1.2."EXCEDIANT” means Excediant Software LLC., a Florida limited liability company.

1.3.“EXCEDIANT Parties” means EXCEDIANT and its affiliates, agents and suppliers and each of their respective officers, directors and employees.

1.4.“Computer” means (1) a single electronic device, with one or more central processing units (CPUs), that accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions, or (2) a software implementation of such a device (or so-called virtual machine); or (3) a mobile device designed for processing digital or similar information.

1.5.“Confidential Information" means (1) information disclosed by a Party relating to the Service, product development strategy and activity, marketing strategy, corporate assessments and strategic plans, either present or future; pricing, financial and statistical information, accounting information, identity of and information regarding the Parties to this Agreement, suppliers, employees, investors, or customers; software, source code, systems, processes, designs, schematics, methods, techniques, algorithms, formulae, inventions, discoveries, policies, guidelines, procedures, practices, disputes or litigation; (2) other confidential, proprietary or trade secret information disclosed by that Party that is identified in writing as such at the time of its disclosure; (3) other confidential, proprietary or trade secret information disclosed by that Party; (4) information relating to that Party's employees, contractors or customers, such as social security number verification which, if released, would cause an unlawful or actionable invasion of privacy; and (5) any compilation or summary of information or data that is itself confidential. Confidential Information shall not include any information that (1) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (2) was known to the receiving Party prior to its disclosure by the disclosing Party without breach of any obligation owed to the disclosing Party; (3) is received from a third party without breach of any obligation owed to the disclosing Party; (4) was independently developed by the receiving Party; (5) metrics; or (6) feedback.

1.6.“Documentation” means any technical requirements and end-user documentation for the Service made available to You by EXCEDIANT.

1.7."Party or Parties" means You, Your, Company, and EXCEDIANT.

1.8.“Personal Information” has the meaning set forth in the Privacy Policy.

1.9.“Privacy Policy” means EXCEDIANT’ Privacy Policy as set forth in Section 5, as it may be modified from time to time in EXCEDIANT’ sole discretion.

1.10.“Service” means a web- or cloud-based service requiring a connection to the Internet through the Service Site; and Documentation, Service Site, Client Software, and any and all content, sample data sets, sample models or other sample content, information, data or materials provided by EXCEDIANT hereunder or viewed or generated in connection with the Service (including, without limitation, any output, results, recommendations or projections based upon Your Content or otherwise) or any related subject matter.

1.11.“Service Site” means the website(s) owned or operated by or for EXCEDIANT that is associated with the Service.

1.12.“Software” means any computer program or similar material, including any modules and components, functions and features of a computer program, made available by or for EXCEDIANT for use as part of the Service (whether by download or as a hosted solution).

1.13.“Your Content” means, collectively, (1) any files, designs, models, data sets, images, documents or similar material submitted or uploaded to the Service by You ; (2) Your specific output generated from the Service, if any, based on Your own raw data or information; and (3) any software application, plug-in and other computer program or similar material (including any modules and components, functions and features of a computer program) developed by You.

2.Services Generally.

2.1.This “Agreement of Service” forms a contract. This Agreement supplements any other agreements You may have with EXCEDIANT, including additional agreements. Sometimes there may be specific terms that apply to a particular service. This Agreement may use capitalized terms such as “EXCEDIANT,” or “Service.” Capitalized terms are defined in Section 1 (Definitions) or elsewhere in this Agreement. All payments and fees for the Service are subject to the applicable terms and conditions governing payments between You and EXCEDIANT.

2.2.EXCEDIANT will provide the Service to You and Your Authorized Users. Subject to this Agreement, EXCEDIANT will provide the Service and You may access and use the Service and You may permit the Service to be accessed and used by Your Authorized Users provided all such access and use is solely for Your internal business purposes and is in the form made accessible and/or provided by EXCEDIANT. You will be responsible for compliance with this Agreement by Your Authorized Users and any other persons who may have access to the Service through You (whether or not such access is authorized by EXCEDIANT). Your Authorized Users may be required to review and agree to this Agreement before they access and use the Service. You may not sell or offer to resell the Service in whole or in part.

2.3.You and Your Authorized Users will need to set up an account and maintain Internet access to use the Service. You and Your Authorized Users will need Internet access and may need to create or log into an account to use the Service and EXCEDIANT reserves the right to require that. You agree that You and Your Authorized Users will not share any user ID or passwords. You agree You will not allow anyone else to access Your account or Your site (except as expressly allowed by this Agreement) or do anything else that might jeopardize the security of Your account. You will be solely responsible for arranging and paying any cost for Internet or other network access, equipment, software, services and other resources required for You to access and/or use the Service (“Access”), including, without limitation, Internet service provider fees, telecommunications fees, and the costs of any equipment and third-party software (including, without limitation, encryption and other security technology). EXCEDIANT will not be responsible for the support of Your Access and will not be responsible for the reliability, security or performance of any Access.

2.4.Fees. In consideration of the rights granted to You, You shall pay to EXCEDIANT the annual fees. By submitting an order to EXCEDIANT, You authorize EXCEDIANT to charge the annual fees on the credit card entered by You for the Service and the fees. The fees are due prior to accessing the Service and are non-refundable. Fees are exclusive of use, ad valorem, personal property, and other taxes, which are the responsibility of You. EXCEDIANT shall charge You applicable sales tax, and You shall be responsible for filing all other taxes. EXCEDIANT reserves the right to change the fees for the Service at any time. Additional charges may apply for training users at Your locations.

3.Content.

3.1.Your Content is Yours. You maintain ownership of and responsibility for Your Content and responsibility for Your Content while using the Service. You agree that Your Content and Your (and Your Authorized Users) conduct in using the Service will comply with all applicable laws, rules and regulations. By creating, submitting, posting or otherwise making Your Content available to EXCEDIANT and/or others, You acknowledge and agree that: (1) You will evaluate and bear all risks associated with Your Content; and (2) under no circumstances will EXCEDIANT Parties be liable in any way for Your Content as You upload or submit it, including, but not limited to any errors or omissions. You are encouraged to practice effective content retention practices, to maintain copies on Your own computer or local network, to use the latest encryption and other security technology to protect Your Content and to back up and protect the security and confidentiality of Your Content, as applicable to the Service. EXCEDIANT personnel will not access Your Content except (a) as part of providing, maintaining, securing or modifying the Service, (b) at Your request or with Your consent as part of addressing or preventing a service, support or technical issue. Use of Your Personal Information will be as set forth in the Privacy Policy. EXCEDIANT does not own Your Content. You acknowledge that provision of the Service necessarily involves technical access, processing and transmission of Your Content and Metrics related to use of the Service.

3.2.What happens when You share Your Content. Some services permit You to share Your Content or publish Your Content to other products or services directly or indirectly through other software. You understand that if You choose to share or publish Your Content (whether by emailing, sharing a link, submitting to a software application for access to a service, or other public areas or in shared areas available to other users You have chosen, or by any other available sharing mechanism), that anyone You have shared Your Content with (including in some cases the general public) may be able to use, reproduce, manipulate, distribute, display, transmit, and communicate Your Content. If You do not want others to have those rights, do not use the Service to share Your Content or set Your permissions accordingly. You are responsible for the administration of access to Your Content by Your Authorized Users including granting and terminating access. You acknowledge that in some cases, a user You have granted access to may have the ability to copy or transfer or save Your Content outside of the Service and suspending or terminating access will not delete or inhibit access to content that was earlier copied or transferred. You waive “moral” rights or other rights with respect to attribution of authorship of Your Content. EXCEDIANT Parties have no control over and shall have no liability for any damages resulting from the use or misuse by any third party of Your Content that You choose to share, directly or indirectly, or through any service or software. IF YOU CHOOSE TO SHARE YOUR CONTENT OR MAKE YOUR CONTENT AVAILABLE OR OTHERWISE IN CONNECTION WITH THE SERVICE, YOU DO SO AT YOUR OWN RISK.

3.3.Content that is submitted to You by Your customers is Yours. EXCEDIANT makes no claim of ownership in any content that is provided to You using the System.

3.4.You shall not insert or upload into EXCEDIANT DRM any “Destructive Mechanisms” which means computer code that: (1) is designed to disrupt, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions or any other software, firmware, hardware, computer system or network (sometimes referred to as “viruses” or “worms”); (2) would disable or impair system or any other software, firmware, hardware, computer systems or networks in any way where such disablement or impairment is caused by the passage of time, exceeding an authorized number of copies, advancement to a particular date or other numeral (sometimes referred to as “time bombs,” “time locks” or “drop dead” devices); (3) would permit third parties to access the system or any other software, firmware, hardware, computer systems or networks to cause such disablement or impairment (sometimes referred to as “traps,” “access codes” or “trap door” devices); or (4) which contains any other similar harmful, malicious or hidden procedures, routines or mechanisms which would cause such programs to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations.

3.5.Confidentiality.

3.5.1.Obligations. Neither Party shall use, disseminate, reproduce or permit to be used, disseminated or reproduced, or in any way disclose the other Party's Confidential Information to any person or entity except as required by law or as specifically permitted in this Agreement. Absent prior written consent of the other Party, each Party shall disclose Confidential Information only to those of its employees and independent contractors who have previously agreed to be bound by the terms and conditions of this Agreement and its in-house and outside legal counsel who need to know such information. Each Party shall treat all Confidential Information disclosed to it in connection with this Agreement as strictly confidential using commercially reasonable measures at least equal to those used by such Party with respect to its own Confidential Information.

3.5.2.Exceptions. The restrictions on use and disclosure of Confidential Information set forth in Section 4.1 shall not apply to any particular Confidential Information when and to the extent that the Confidential Information: (1) is or becomes generally available to the public through no fault of the receiving Party (or anyone acting on its behalf); (2) was previously rightfully known to the receiving Party free of any obligation to keep it confidential; (3) is subsequently disclosed to the receiving Party by a third party who may rightfully transfer and disclose the information without restriction and free of any obligation to keep it confidential; (4) is independently developed by the receiving Party or a third party without reference or access to the disclosing Party's Confidential Information; or (5) is otherwise agreed upon by the Parties not to be subject to the restrictions set forth in Section 4.1. The receiving Party may disclose Confidential Information if required to do so as a matter of law, regulation or court order, provided that: (1) the receiving Party shall use all reasonable efforts to provide the disclosing Party with at least 10 days prior notice of such disclosure, (2) the receiving Party shall disclose only that portion of the Confidential Information that is legally required to be furnished, and (3) the receiving Party shall use reasonable efforts to seek from the party to which the information must be disclosed confidential treatment of the disclosed Confidential Information.

3.5.3.Deleting Your Content. If You delete Your Content from the Service, You understand it may persist in backup copies. In addition to EXCEDIANT' rights to delete Your Content upon expiration or termination of this Agreement under Section 8 (Termination), EXCEDIANT has the right (but not the obligation) to delete inactive sites or accounts or purge related content (and all backups thereof), without further notice and without liability for deletion or failure to store such content. EXCEDIANT Parties shall have no responsibility or liability for deletion based on Your settings or actions or inactions or for any failure to delete Your Content.

3.5.4.Security is Important. The Service will be provided using processes and safeguards which are designed to help maintain the security of Your Content that are appropriate for the Service.

4.Restrictions.

4.1.There are restrictions applicable to the Service. This is a contract for Service that is personal to You and You may not and will not permit any third party to: (1) distribute, rent, loan, lease, sell, resell, sublicense, or otherwise transfer all or any portion of the Service, Your rights with respect to the Service or any part of this Agreement, to any other person or legal entity; (2) remove, alter, or obscure any copyright, trademark, confidentiality or other proprietary notices, labels, or marks from or on the Service or modify, translate, adapt, arrange, or create derivative works based on the Service, except as permitted in the Special Service Agreement; (3) decompile, disassemble or otherwise reverse engineer the Service, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Service; (4) use the Service as a service bureau or enable use or access of the Service other than by Authorized Users; (5) use the Service in excess of, or in any manner inconsistent with Your Service or in violation of a law or regulation; (6) interfere with or disrupt the Service, or servers or networks connected to any website through which the Service is provided; (7) use the Service as storage for remote loading or as a door or signpost to another home page, whether inside or beyond the site through which the Service is provided; (8) use the Service to perform any stress, vulnerability, penetration, availability, or performance testing on, or otherwise attempt to access in a manner not expressly permitted by EXCEDIANT, any network, system, server, or computer hosting the Service or related Software, or use the Service for any other benchmarking or competitive purposes or attempt to create a similar service through use of the Service or related Software; (9) use the Service to collect or store personal data about any person or entity, including other users of the Service, except as otherwise specifically permitted in the Special Service Agreement or Documentation and subject to any related restrictions; (10) use the Software or access or use the Service except as expressly set forth in this Agreement; or (11) utilize any equipment, device, software, or other means to (or designed to) circumvent or remove any form of technical protection used by EXCEDIANT in connection with the Service or access the Service with any code, serial number, or other copy-or access protection device not supplied by EXCEDIANT directly or indirectly. EXCEDIANT has the right (but not the obligation) to monitor and audit Your (and Your Authorized Users’) usage of the Service to verify compliance with this Agreement. Any use or access other than in accordance with this Agreement is unauthorized.

4.2.Suspension of the Service. If EXCEDIANT is made aware or believes in good faith that Your Content or conduct (or that of Your Authorized Users) may: (1) violate this Agreement (including, without limitation, any Policy), (2) violate any law, regulation, or rights of a third party, including, but not limited to, rights under the copyright law and prohibitions on libel, slander, and invasion of privacy, (3) pose a security risk to the Service or any users of the Service, or otherwise adversely impact the Service or the systems or the content of any other user, or (4) subject EXCEDIANT or any third party to liability, EXCEDIANT has the right, but not the obligation, to immediately disable or suspend access to Your Content and/or suspend Your access to the Service (or take other action as may be required to comply with law) without notice to You. You acknowledge and agree that EXCEDIANT also may suspend or terminate Your access to the Service if any information You provide to EXCEDIANT in connection with Your registration for, or use of, the Service is or becomes false, inaccurate, obsolete or incomplete.

5.Privacy Policy.

5.1.EXCEDIANT Committed to Safeguarding Customer Information. In order to better serve Your needs now and in the future, EXCEDIANT may ask You to provide certain information. EXCEDIANT understands that You may be concerned about what EXCEDIANT will do with such information - particularly any personal or financial information. EXCEDIANT agrees that You have a right to know how EXCEDIANT will utilize the personal information You provide. Therefore, together with EXCEDIANT' subsidiaries, EXCEDIANT has adopted this Privacy Policy to govern the use and handling of Your personal information.

5.2.Applicability. This Privacy Policy governs EXCEDIANT use of the information that You provide. It does not govern the manner in which EXCEDIANT may use information it has obtained from any other source, such as information obtained from a public record or from another person or entity. EXCEDIANT has also adopted broader guidelines that govern its use of personal information regardless of its source. EXCEDIANT calls these guidelines its Fair Information Values.

5.3.Types of Information. Depending upon which of our services You are utilizing, the types of nonpublic personal information that EXCEDIANT may collect include:

a)Information EXCEDIANT receives from You on applications, forms and in other communications to EXCEDIANT, whether in writing, in person, by telephone or any other means;

b)Information about Your transactions with EXCEDIANT, its affiliated companies, or others; and

c)Information EXCEDIANT receives from a consumer reporting agency.

5.4.Use of Information. EXCEDIANT requests information from You for its own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, EXCEDIANT will not release Your information to nonaffiliated parties except: (1) as necessary for EXCEDIANT to provide the product or service You have requested of EXCEDIANT; or (2) as permitted by law. EXCEDIANT may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. EXCEDIANT may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies and escrow companies.

Furthermore, EXCEDIANT may also provide all the information it collects, as described above, to companies that perform marketing services on its behalf, on behalf of its affiliated companies or to other financial institutions with whom it or its affiliated companies have joint marketing agreements.

5.5.Former Customers. Even if You are no longer a EXCEDIANT customer, EXCEDIANT' Privacy Policy will continue to apply to You.

5.6.Confidentiality and Security. EXCEDIANT will use its best efforts to ensure that no unauthorized parties have access to any of Your information. EXCEDIANT restricts access to nonpublic personal information about You to those individuals and entities who need to know that information to provide products or services to You. EXCEDIANT will use its best efforts to train and oversee its employees and agents to ensure that Your information will be handled responsibly and in accordance with this Privacy Policy and EXCEDIANT' Fair Information Values. EXCEDIANT currently maintains physical, electronic, and procedural safeguards that comply with federal regulations to guard Your nonpublic personal information.

5.7.Information Obtained Through EXCEDIANT Web Site. EXCEDIANT is sensitive to privacy issues on the Internet. EXCEDIANT believes it is important You know how EXCEDIANT treats the information about You it receives on the Internet.

5.7.1.In general, You can visit EXCEDIANT or its affiliates Web sites on the World Wide Web without telling it who You are or revealing any information about Yourself. EXCEDIANT Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. EXCEDIANT uses this information to measure the use of its site and to develop ideas to improve the content of its site.

5.7.2.There are times, however, when EXCEDIANT may need information from You, such as Your name and email address. When information is needed, EXCEDIANT will use its best efforts to let You know at the time of collection how it will use the personal information. Usually, the personal information EXCEDIANT collects is used only by EXCEDIANT to respond to Your inquiry, process an order or allow You to access specific account/profile information. If You choose to share any personal information with EXCEDIANT, EXCEDIANT will only use it in accordance with the policies outlined above.

5.8.Business Relationships. EXCEDIANT' site and its affiliates' sites may contain links to other Web sites. While EXCEDIANT tries to link only to sites that share its high standards and respect for privacy, EXCEDIANT is not responsible for the content or the privacy practices employed by other sites.

5.9.Cookies. Some of EXCEDIANT' Web sites may make use of "cookie" technology to measure site activity and to customize information to Your personal tastes. A cookie is an element of data that a Web site can send to Your browser, which may then store the cookie on Your hard drive. EXcediant DRM.net uses stored cookies. The goal of this technology is to better serve You when visiting EXCEDIANT' site, save You time when You are here and to provide You with a more meaningful and productive Web site experience.

5.10.Fair Information Values.

a)Fairness. EXCEDIANT considers consumer expectations about its privacy in all its businesses. EXCEDIANT only offers products and services that assure a favorable balance between consumer benefits and consumer privacy.

b)Public Record. EXCEDIANT believes that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. EXCEDIANT actively supports an open public record and emphasize its importance and contribution to the economy.

c)Use. EXCEDIANT believes it should behave responsibly when it uses information about a consumer in its business. EXCEDIANT will obey the laws governing the collection, use and dissemination of data.

d)Accuracy. EXCEDIANT will take reasonable steps to help assure the accuracy of the data it collects, uses and disseminates. Where possible, EXCEDIANT will take reasonable steps to correct inaccurate information. When, as with the public record, EXCEDIANT cannot correct inaccurate information, it will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections.

e)Education. EXCEDIANT' endeavor to educate the users of its products and services, its employees and others in its industry about the importance of consumer privacy. EXCEDIANT will instruct its employees on its fair information values and on the responsible collection and use of data. EXCEDIANT will encourage others in its industry to collect and use information in a responsible manner.

f)Security. EXCEDIANT will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data it maintains.

6.EXCEDIANT Proprietary Rights.

6.1.EXCEDIANT proprietary materials are involved in delivery of the Service. You acknowledge and agree that EXCEDIANT and its licensors own all right, title, and interest (including, without limitation, patents, copyrights, trademarks, trade secrets, and all other intellectual property rights) in and to the Service, Software, Metrics, Documentation, Service Site, sample data sets, sample models or other sample content and any information, data or materials provided or used in connection with, or generated by, the Service (excluding Your Content). You agree not take any action to jeopardize, encumber, limit, or interfere in any manner with EXCEDIANT' or its licensors’ ownership and rights with respect thereto. EXCEDIANT does not grant You any right to use its trademarks, trade names, or logos. You have only the limited rights to use the Service as are expressly granted to You under this Agreement and no other rights are granted or conveyed, or shall be deemed to be granted conveyed, whether by implication, estoppel, or otherwise. Your access is to a service.

6.2.There may be Client Software involved in Your use of the Service. Access to the Service may require use of one or more Software programs that are made available for download by EXCEDIANT and are designed to be installed and used on a Computer for the purposes of enabling use of the Service (“Client Software”). Use of all Software is subject to the end user license agreement provided or referenced by EXCEDIANT (“License Agreement”) , or in the case of Client Software, then the following shall apply: Subject to the terms and conditions of this Agreement and the payment of all fees (if any) related to Your use of the Service, EXCEDIANT hereby grants to You a non-exclusive, nontransferable, nonsublicensable, limited right and license, during the Term, to: (1) make one (1) copy of the Client Software (and that portion of the Documentation directly related to the Software) for backup purposes only (provided that all titles, trademarks, and copyright and restricted rights notices are reproduced in or on all such copies); (2) install the Client Software solely on Computers owned or controlled by You or Your Authorized Users; and (3) use the Client Software, in each instance solely for purposes of using the Service in accordance with this Agreement in accordance with the Documentation, and solely for Your own internal business purposes. Except as set forth in this section, no other right or license of any kind is granted to You with respect to the Client Software. As a clarification, all of the Restrictions applicable to the Service apply to the Client Software and Your use of the Client Software is subject to the disclaimers and limitations referenced in Section 7.

7.INDEMNIFICATION, WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY.

7.1.Indemnification. YOU AGREE TO INDEMNIFY AND HOLD EXCEDIANT HARMLESS FROM AND AGAINST ALL CLAIMS OF THIRD PARTIES ARISING OUT OF OR RELATED TO THE USE OF THE SERVICE BY YOU, OR ATTRIBUTABLE TO YOUR BREACH OF THIS AGREEMENT; PROVIDED THAT EXCEDIANT GIVES YOU PROMPT WRITTEN NOTICE OF ANY SUCH CLAIM. EXCEDIANT SHALL CONTROL THE DEFENSE AND ANY SETTLEMENT OF SUCH CLAIM, AND YOU SHALL COOPERATE WITH EXCEDIANT IN DEFENDING AGAINST SUCH CLAIM.

7.2.Warranty Disclaimer. THE SERVICE IS INFORMATIONAL ONLY AND IS NOT INTENDED TO PROVIDE SPECIFIC COMMERCIAL, FINANCIAL OR INVESTMENT ADVICE. THE SERVICE IS SUBJECT TO FREQUENT CHANGE. EXCEDIANT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE METHODOLOGIES USED OR THE ACCURACY, TIMELINESS, RELIABILITY OR COMPLETENESS OF THE SERVICE. THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EXCEDIANT DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE AVAILABLE 24 HOURS PER DAY, SEVEN DAYS PER WEEK. ANY RELIANCE ON OR USE BY YOU OF THE SERVICE SHALL BE ENTIRELY AT YOUR OWN RISK. EXCEDIANT MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETY OF THE USE OF THE SERVICE IN ANY JURISDICTION, STATE OR REGION. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR OBTAINING ANY AND ALL NECESSARY LICENSES, CERTIFICATES, PERMITS, APPROVALS OR OTHER AUTHORIZATIONS REQUIRED BY FEDERAL, STATE OR LOCAL STATUTE, LAW OR REGULATION APPLICABLE TO CUSTOMER’S USE OF THE SERVICE. THE SERVICE ARE NOT TO BE CONSTRUED AS A SUFFICIENT BASIS FOR UNDERWRITING TITLE INSURANCE POLICIES AND NOTHING IN THIS AGREEMENT SUPERCEDES, AMENDS, OR IN ANY WAY EXCUSES CUSTOMER’S TITLE INSURANCE UNDERWRITING OBLIGATIONS IMPOSED BY ANY APPLICABLE TITLE INSURANCE UNDERWRITING AGREEMENTS. THE SERVICE IS EXCLUSIVELY FOR CUSTOMER AND NOT FOR THE BENEFIT OF ANY THIRD PARTIES. ALL INFORMATION UPLOADED INCLUDING DOCUMENTS, FORMS, LENDER AND TITLE INFORMATION MAY BE AUDITED BY A GOVERNMENTAL ENTITY, USED DURING LITIGATION, OR FOR TRAINING PURPOSES. A THIRD PARTY VENDOR SHALL HOST ALL INFORMATION ON ITS SERVERS. BY USING THIS SERVICE, YOU ARE AGREEING TO EXCEDIANT' THIRD PARTY VENDOR TERMS AND CONDITIONS ON THE FOLLOWING WEBSITES: HTTPS://STRIPE.COM/US/TERMS AND HTTP://AWS.AMAZON.COM/LEGAL/.

7.3.Limitation of Liability. EXCEDIANT’S TOTAL LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER OR RELATED TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, SHALL BE LIMITED TO DIRECT MONEY DAMAGES NOT EXCEEDING THE AMOUNT PAID BY YOU TO EXCEDIANT DURING THE THREE MONTHS PRECEDING THE CLAIM. THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS UNDER THIS AGREEMENT WILL BE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THE LIMIT. EXCEDIANT SHALL HAVE NO LIABILITY UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT FOR ANY LOSS OF PROFIT OR REVENUE OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF EXCEDIANT IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. YOU AGREE THAT THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT, AND THAT THE SERVICE WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS.

7.4.Basis of the Bargain. The Parties agree that releases, waivers, warranty disclaimers, limitations of liability and indemnities in this Agreement are a fundamental basis of the bargain between You and EXCEDIANT, and are a material part of the consideration received by EXCEDIANT for the provision of the Service under this Agreement, and EXCEDIANT would not have entered into this Agreement and provided the Service in the absence of such releases, waivers, warranty disclaimers, limitations of liability and indemnities.

8.Term and Termination.

8.1.Term and Termination. This Agreement shall become effective on the date You first agree to this Agreement by selecting the box indicating that You have read and agree to this Agreement or, if earlier, the date You first access or use the Service (“Effective Date”). The Term of the Agreement (“Term”) shall extend from the Effective Date until this Agreement is terminated. Either Party may terminate this Agreement, if the other Party is in breach of the Agreement and fails to cure such breach within ten (10) days after written notice of the breach. In addition, EXCEDIANT may, as an alternative to termination, suspend the Service and Your access to the Service, and/or other EXCEDIANT obligations or Your rights under this Agreement, if You fail to make a payment to EXCEDIANT or a distributor or reseller authorized directly or indirectly by EXCEDIANT or otherwise fail to comply with the provisions of this Agreement relating to any such Service. EXCEDIANT may also terminate this Agreement if You become subject to bankruptcy proceedings, become insolvent, or make an arrangement with Your creditors. EXCEDIANT may terminate or modify this Agreement if the continued provision of the Service to You or Your users is prohibited by applicable law or as otherwise required by applicable law. This Agreement will terminate automatically without further notice or action by EXCEDIANT if You go into liquidation. You acknowledge and agree that EXCEDIANT may assign or sub-contract any of its rights or obligations under this Agreement. Either Party may terminate this Agreement at any time, with or without cause, effective upon thirty (30) days prior written notification, provided that (except in the termination as a result of a modification of this Agreement in accordance with Section 9.1 below) under no circumstances will You be entitled to refund for any fees paid or credit against fees due in connection with the Service.

8.2.Effect of Termination. Upon any termination of this Agreement for any reason, You and Your Authorized Users must immediately cease using the Service. Termination of this Agreement does not affect, or give You any right to terminate, any additional agreement. Sections 3 through 10 will survive termination of this Agreement for any reason. It is Your responsibility to retain copies of Your Content. Upon termination EXCEDIANT shall have the right to immediately deactivate Your account(s) and suspend access to Your Content and, following the Content Retrieval Period, may delete, without notice, Your Content, if any, and all backups thereof, and EXCEDIANT Parties shall not be liable for any loss or damage which may be incurred by You or any third parties as a result of such deletion.

9.General.

9.1.EXCEDIANT reserves the right, from time to time in its sole discretion, to (1) modify or release subsequent versions of the Service, (2) impose license keys, authorizations, or other means of controlling access to the Service, and (3) change or discontinue the Service or the products, functionality or services comprising the Service, limit the availability of a Service to any geographic area or language at any time. You acknowledge and agree that EXCEDIANT may at any time make feature or functionality updates to the Service. EXCEDIANT will endeavor to inform You of major changes to the Service. EXCEDIANT will provide You ninety (90) days advance notice if EXCEDIANT discontinues the Service in its entirety. Additionally, if EXCEDIANT makes a material modification to this Agreement, EXCEDIANT will provide notice to You. Notice will be provided (1) via email to the registered email address or (2) via notice in the administrator site or account of Your site or account, or (3) via any other manner deemed reasonable by EXCEDIANT which involves specific notification to You (including, for example, by in-service notification functionality). Notwithstanding the forgoing, modifications to the Privacy Policy will be handled as described in the Privacy Policy.

9.2.The law that applies depends on where You acquire the Service. The interpretation and construction of this Agreement are governed by the laws of the State of California. The Parties shall submit to the exclusive jurisdiction of, and waive any venue objections against, the United States District Court for the Central District of California, Orange County Division and the Superior and Municipal Courts of the State of California located in Orange County in any litigation arising out of this Agreement. Each Party hereby also waives any defenses it may have before such courts based on a lack of personal jurisdiction or inconvenient forum. Each of the Parties waives the right to a jury trial. The prevailing Party shall be awarded its reasonable attorney fees and costs in any lawsuit or claim arising out of or related to this Agreement.

9.3.General. The Parties' relationship to each other under this Agreement is strictly that of independent contractors and nothing in this Agreement shall in any way constitute or be construed as evidence of intent to establish any association, partnership, joint venture or other relationship. Each party will be responsible for covering their respective costs and expenses in performing their duties under this Agreement, unless expressly provided otherwise herein. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement and the remainder of this Agreement shall continue in full force and effect. The section headings used in this Agreement are for convenience only and will not be given any substantive effect. When used in this Agreement, “includes” or “including” will be deemed to mean “including but not limited to” or “include but are not limited to.”

9.4.Notices. Notices in connection with this Agreement by You will be in writing and will be sent by electronic mail to [email protected], postal service, or a delivery service (such as UPS, FedEx or DHL), except that You may not provide notice to EXCEDIANT of an EXCEDIANT breach by electronic mail. Notices from EXCEDIANT to You will be effective (1) in the case of notices by email or website posting, one (1) day after sending to the email address provided to EXCEDIANT or posting on the applicable web site, or (2) in the case of notices by mail or delivery service, five (5) days after sending by regular post or delivery service to the address provided to EXCEDIANT. You hereby consent to service of process being effected on You by registered mail sent to the address set forth on the (or, if no Customer Information Form has been provided, Your last address known by EXCEDIANT) if so permitted by applicable law. Notices from You to EXCEDIANT will be effective (1) in the case of notices by email, one (1) day after sending to (and receipt by EXCEDIANT), or (2) in the case of notices by mail or delivery service, when received by EXCEDIANT at Excediant Software LLC., 4800 Spring Park Rd, Box 16, Jacksonville, FL 32207, USA, Attention: Legal. If You have a Subscription, either party may also provide notice as set forth in the Subscription.

9.5.Force Majeure. Neither party shall be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, acts of God, earthquake, fire, flood, embargoes, strikes, lockouts or other labor disturbances, civil unrest, failure, unavailability or delay of suppliers or licensors, riots, terrorism or terrorist acts, war, failure or interruption of the Internet or third party Internet connection(s) or infrastructure, power failures, acts of civil and military authorities and severe weather. Such party will give the other party prompt written notice (when possible) of the failure to perform and use its reasonable efforts to limit the resulting delay in its performance.

9.6.Entire Agreement. With respect to the Service provided under this Agreement, this Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements and understandings of the Parties. No modifications to this Agreement are effective unless in writing and signed by both Parties.

10.If You do not agree to all of the terms and conditions of this Agreement, You should not select the “I Agree” button or box (or other mechanism designed to acknowledge agreement) indicating that You have read and agree to this Agreement and You are not permitted to access or use the Service; however, any unauthorized use or access by You still constitutes agreement and consent to this Agreement.
ORDER EXCEDIANT