By providing information to log in to use this access-limited website (the “Closing Room”), you agree to these Terms of Use. If you do not agree to these Terms of Use, you may not use the Closing Room.
These Terms of Use form a legal agreement between you ("you" or "your") and eOriginal, Inc. and its affiliated companies ("we", “us” or "eOriginal"). The Terms of Use in effect when you log into the Closing Room will apply to your entire session on the system. However, eOriginal may revise these Terms of Use at any time without notice to you. The revised Terms of Use will be posted for your review and acceptance during your next session log in to the Closing Room. If you do not agree to the modified Terms of Use, you must not log into the Closing Room.
Access to and use of the Closing Room is restricted to authorized users only. The financial institution which has engaged your firm to provide services has provided you with an access code and other information to log into the Closing Room (“Credentials”). You represent and warrant that you are the intended recipient of the Credentials, that you received the Credentials from an authorized licensee of eOriginal, and you agree to access and make use of the Closing Room solely as permitted in these Terms of Use.
You agree not to share with any other person the Credentials provided to you. You are responsible for maintaining the confidentiality of the Credentials, and you are responsible for all activities that occur through the use of the Credentials or as a result of your access to the Closing Room. You agree to notify us immediately of any unauthorized use of Credentials provided to you, or any other activity that you did not authorize or that is not authorized by these Terms of Use. For your protection, do not disclose your Credentials to anyone and properly exit the Closing Room after every session and close your browser to ensure confidentiality.
On the Closing Room you have access to software as a service offerings (the “Software”) which enable you to upload, download, access, email or otherwise retrieve or make available Content (as defined below). Data, information, documents, and other content available on the Closing Room are collectively referred to as "Content."
Software and Content provided or made available to you on the Closing Room are confidential and proprietary to eOriginal or its customers and constitute intellectual property and/or confidential information of eOriginal or its customers. You are permitted to access the Closing Room and make use of the Software solely for purposes of causing the review and execution by the applicable signers of all Content made available for review and execution on the Software with respect to such signers. You may make no other use of the Software or Content, and you may not redistribute any such Software or Content.
In order to provide you with effective online service, you are responsible for:
· The accuracy of all Content and information you input into the Closing Room or otherwise post onto the Software;
· Complying with all instructions for use in these Terms of Use and those displayed on the Closing Room;
· Using the Closing Room in compliance with all applicable laws, statutes, ordinances and regulations;
· Reading the Content, including each document, displayed within the Closing Room fully and carefully, or ensuring the appropriate signer(s) reads such Content, including the Content you or a signer are not requested to sign;
· Ensuring that the printouts or downloads of all Content you chose to print or download from the Closing Room are complete, legible and accurately reflect the Content you viewed on the Closing Room; and
· Choosing whether to download or print all Content you view and/or execute, or cause to be viewed and/or executed, using the Closing Room before logging out of the system. Once you log out of the Closing Room, you may not be able to view or obtain copies of such Content upon any subsequent log in, even if you use the same access codes. Your access to view Content using the Closing Room is completely dependent upon how long the owner of such Content chooses to provide you access to the Closing Room and such Content.
The Closing Room, and the Software and Content provided on or through the Closing Room, are the intellectual property and copyrighted works of eOriginal or a third party provider. You may not remove, deface, or overprint any notice of copyright, trademark, logo, or other notice of ownership from any originals or copies of eOriginal Software, third party software, or any products or Content you access on or through the Closing Room. All rights, title and interest not expressly granted with respect to the Closing Room, Software and Content are reserved. Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works may be an infringement of the rights of the copyright owner. Use for any other purpose is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
You agree not to access or use the Closing Room in any manner that could damage, disable, overburden, or impair any eOriginal Software, computer systems or networks. You agree not to attempt to gain unauthorized access to any parts of the Closing Room or any eOriginal Software, computer systems or networks. You agree not to interfere or attempt to interfere with the proper working of the Closing Room or any eOriginal Software, computer systems or networks. You agree not to use any robot, spider, scraper or other automated means to access the Closing Room or any eOriginal Software, computer systems or networks without our express written permission.
You agree not to use the Closing Room, Software, or Content for any purpose that is unlawful or prohibited by these Terms of Use. You agree that you will make no use of the Closing Room in any manner, nor post or upload onto the Software any Content, that: (a) is false or misleading; (b) is defamatory, derogatory, degrading or harassing of another; (c) invades another's privacy or includes, copies or transmits another's confidential, sensitive or personal information without the express permission of the owner of such information; (d) violates or infringes, or promotes the violation or infringement of, another's rights, including intellectual property rights; (e) violates or promotes the violation of any applicable laws or regulations; or (f) contains any viruses, Trojan horses, or other components designed to limit or harm the functionality of a computer. We may report you to the relevant authorities and may act under the fullest extent of applicable laws if you transmit or upload Content in violation of these Terms of Use or otherwise intended or designed to cause harm.
You agree to indemnify and hold harmless eOriginal, its affiliates and parent companies, and each of their officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys' fees and costs, due to or arising out of Content that you post, your violation of these Terms of Use, or your violation or infringement of any third party rights, including intellectual property rights.
eOriginal has no obligation to monitor the Closing Room or screen Content that is post on or through the Software. However, we reserve the right to review the Closing Room, Software and Content and to monitor all use of and activity on the Closing Room, and to remove or choose not to make available on or through the Closing Room any Software or Content in our sole discretion.
We may, in our sole discretion, at any time discontinue providing or limit access to the Closing Room, any areas of the Closing Room or Software or Content provided on or through the Closing Room. You agree that we may, in our sole discretion, at any time, terminate or limit your access to, or use of, the Closing Room or any Software or Content. You agree that eOriginal shall not be liable to you or any third-party for any termination or limitation of your access to, or use of, the Closing Room or any Software or Content, including Content that you may have posted.
The Closing Room provides links to websites and access to Content, products and services of third parties, including users, advertisers, affiliates and sponsors of the Closing Room. eOriginal is not responsible for third party Content provided on or through the Closing Room or for any changes or updates to such third party websites, and you bear all risks associated with the access to, and use of, such websites and third party Content, products and services.
EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE CLOSING ROOM, AND ALL SOFTWARE AND CONTENT PROVIDED ON OR THROUGH THE CLOSING ROOM, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. eORIGINAL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE CLOSING ROOM AND ALL SOFTWARE AND CONTENT PROVIDED ON OR THROUGH THE CLOSING ROOM. eORIGINAL MAKES NO WARRANTY THAT: (A) THE CLOSING ROOM, SOFTWARE OR CONTENT WILL MEET YOUR REQUIREMENTS; (B) THE CLOSING ROOM OR SOFTWARE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CLOSING ROOM OR ANY SOFTWARE OR CONTENT PROVIDED ON OR THROUGH THE CLOSING ROOM WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY CONTENT OBTAINED BY YOU ON OR THROUGH THE CLOSING ROOM WILL MEET YOUR EXPECTATIONS.
ANY CONTENT ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED ON OR THROUGH THE USE OF THE CLOSING ROOM IS USED AT YOUR OWN DISCRETION AND RISK. eORIGINAL SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF CONTENT.
eORIGINAL RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO, AND MONITOR THE USE OF, THE CLOSING ROOM AND SOFTWARE AND CONTENT PROVIDED ON OR THROUGH THE CLOSING ROOM AT ANY TIME WITHOUT NOTICE.
IN NO EVENT SHALL eORIGINAL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE CLOSING ROOM OR ANY SOFTWARE OR CONTENT PROVIDED ON OR THROUGH THE CLOSING ROOM. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THESE TERMS OF USE DO NOT APPLY AND ALL OTHER TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.
Persons who are not of the age of majority are not eligible to use the Closing Room, and we ask that no information in relation to such persons be submitted to us.
You may not access, download, use or export the Closing Room, or the Software or Content provided on or through the Closing Room, in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws, restrictions and regulations of any United States or applicable agency or authority, and to not directly or indirectly provide or otherwise make available any services and products of eOriginal in violation of any such restrictions, laws or regulations. As applicable, you shall obtain and bear all expenses related to any necessary licenses, authorizations, and/or exemptions with respect to your own use of the services of eOriginal outside the U.S. Neither the services or products of eOriginal nor the underlying information or technology may be downloaded or otherwise provided or made available, either directly or indirectly, into any country subject to U.S. trade sanctions, (Supplement No. 1 to Part 740, Export Administration Regulations, Country Group E:1), to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions. By agreeing to these Terms of Use, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
The failure of eOriginal to exercise or enforce any rights or provisions in these Terms of Use shall not constitute a waiver of such right or provision. If any part or provision of these Terms of Use is found to be unenforceable, such part or provision may be modified to make the Terms of Use as modified legal and enforceable. The balance of the Terms of Use shall not be affected.
All matters relating to your access to, and use of, the Closing Room and Software and Content provided on or through or uploaded to the Closing Room shall be governed by U.S. federal law or the laws of the State of Delaware. Any legal action or proceeding relating to your access to, or use of, the Closing Room, Software or Content shall be instituted in a state or federal court in Baltimore, Maryland. You and eOriginal agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.
If you have any questions regarding these Terms of Use or the operation of the Software, or regarding the Content displayed on the Closing Room, please do not contact us. For all such questions, please direct them to the contact displayed at the bottom of the Closing Room.
Last Revised: May 14, 2018