Simplifile - E-Recording Services Submitter License Agreement
THIS SUBMITTER LICENSE AGREEMENT(this"Agreement") is made effective August 26, 2015 between
SIMPLIFILE LC , a Utah limited liability company, located at 4844 North 300 West, Suite 300, Provo, Utah, 84604
("Simplifile"), and City of Tigard located at 13125 SW Hall Boulevard, Tigard, OR 97223 ("Submitter").
RECITALS:
A. Simplifile has developed and is the owner of software and other proprietary technology currently known as the
Simplifile Electronic Recording System ("System")that(1) is used in the electronic submission and receipt of documents over the
Internet to recipients such as county recorders ("Receivers"), and (2)enables the electronic transfer and payment of fees via
electronic funds transfer or Automated Clearing House("ACH").
B. System can be used by licensed document Submitters to create or scan, package, print, and submit to Receivers, and
track the status of submitted documents.
C. Submitter desires to use the System to submit documents electronically to Receivers and has requested that Simplifile
grant Submitter the right and license to use the System for that purpose.
D. Simplifile desires to grant to Submitter a non-exclusive right and license to use the System on the terms and conditions
set forth in this Agreement.
E. This Agreement contains the Parties'entire agreement concerning all matters addressed herein.
AGREEMENT:
NOW THEREFORE, in consideration of the mutual terms, conditions and covenants contained in this Agreement, and for other
good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
Section 1. License.
(a) Grant of License. Simplifile grants to Submitter, and Submitter accepts, a non-exclusive license to use the System for
the sole purpose of submitting documents for recording to Receivers, receiving recorded/rejected documents back from Receivers,
and paying the related fees to the appropriate party. The grant of the License and this Agreement shall be effective upon the
parties'full execution and delivery of this Agreement and Simplifile's receipt of fees, if any, owed under said Agreement.
(b)Access to System. Support Services.Throughout the term of the License, Simplifile will use its best efforts to make the
System available to Submitter and will provide access to the System for Submitter's authorized users. Simplifile will also use its
best efforts to support Submitter in its use of the System by providing telephone and e-mail support twelve (12) hours each
business day from 6:00 a.m. to 6:00 p.m. Mountain Time, excluding holidays and weekends.
(c) Limitations on License. Submitter shall not assign, convey or attempt to convey any right to use the System to anyone
else. Submitter shall designate who is authorized to use the System on behalf of Submitter, and will assure that System is used
only by those authorized users. Authorized users may only be designated employees or agents of the Submitter. Submitter is
responsible for all users and agrees to ensure that said users abide by the terms of this agreement at all times. Submitter's use of
the System shall be limited to the physical location(s)per this Agreement and authorized users. Submitter has the right to
add/delete/change authorized users at any time.
simplifile'
(d) No Document Storage, The License does not require Simplifile to permanently store document images. Simplifile does
not provide any legally binding storage of document images and may at any time, in its sole discretion and without any notice
whatsoever, discontinue access to any documents stored in the System.
Section 2. Initial Term; Renewals. The initial term of this Agreement is one year.Thereafter, this Agreement shall be
deemed automatically renewed for successive one-year terms upon Submitter's payment to Simplifile of the Annual License fee
Renewal as noted in Section 4 below, or until cancelled in writing. Submitter can cancel the Agreement at any time by notifying
Simplifile to close their Submitter account. Upon cancellation, any fees for recordings successfully submitted and recorded, but not
yet billed, will be immediately due and payable to Simplifile.
Section 3. Ownership; Intellectual Property Rights. The System is licensed, but not sold.This Agreement gives Submitter
only the license to use the System as provided herein, and does not convey to Submitter any ownership rights in the System.
Instead, Simplifile alone owns all worldwide rights, title,and interest in and to the System and all worldwide patent rights (including
patent applications and disclosures),copyrights, trade secrets, trademarks, and any other intellectual property rights therein.
Simplifile's rights in and to the System are protected by copyright, patent and other intellectual property laws and treaties. Simplifile
holds the Submitter harmless from any patent or infringement claims by others against Simplifile's System.
Section 4. Fees. Submitter shall pay the following fees under this Agreement:
Services Description Fee
Year 1 License and Support(per License fee—year 1 $195.00 per license
physical location)
Annual Renewal of a Current
License System and Support License fee Renewal $195.00 per license
(per physical location)
Document Submission Fees Submission fee for each document
recorded using the System. $3.00 per document
Dishonored charges fees Processing fee for dishonored
g ACH charges or other payments. $25 per item
Receiver fees, if any. (recording, Any/all additional fees charged by Exact cost only. Simplifile does
taxes, non-conforming,e- others for e-recording processing. not control or add to receiver
recording, rejection, etc.) fees, if any.'
'a list of Receivers who charge additional fees can be provided as updated, upon request by Submitter at any time.
Section 5. Payments. Submitter shall immediately pay all fees due through the use of the System. The payment of all fees
will be made to Simplifile's account by ACH with no processing charge to Submitter unless other payment arrangements have been
approved by Simplifile (non-ACH payment arrangements may incur additional fees).
Section 6. Submitter's Electronic Recording Requirements. Submitter's use of the System shall be subject to the following
additional requirements:
(a) Legal Compliance. Submitter is responsible for the legality and recordability of all documents submitted through
Simplifile.Transaction logs of package submission details will be made available to the Receiver at the time a document is
presented for recording and such audit logs will be made available for downloading to both the Receiver and Submitter.
SIMPLIFILE I SUBMITTER LICENSE AGREEMENT 2
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(b) Original Documents. Submitter warrants that any document submitted into the System for recording is a true, exact,
complete and unaltered copy of the originating paper document or electronic document. Simplifile and the Receivers shall be
entitled to rely on such warranty for all purposes. Submitter shall not submit any document for electronic recording through the
System that is not an original document.
(c) Indemnification. Submitter shall indemnify and hold harmless the Receiver and Simplifile from any claims, actions,
causes of action, damages, fees (including attorneys'fees)and costs attributable to Submitter's non-compliance with recording
requirements. Receiver and Simplifile do not assure or insure the validity or recordability of any documents submitted. Submitter
does not hold Simplifile or Receiver responsible for the accuracy, validity, insurability, or other purpose of any submission.This
provision shall continue in effect notwithstanding termination of this Agreement.
Section 7.Warranties.
(a) Limitation on Damages. To the maximum extent legally permitted Simplifile provides the System AS IS AND WITH
ALL FAULTS. Simplifile disclaims any and all other warranties and conditions,whether express, implied or statutory, including,
without limitation, any implied warranties or conditions of merchantability, of fitness for a particular purpose, of lack of viruses, of
accuracy or completeness of responses, and of negligence or lack of workmanlike effort all with regard to the System and the
provision of or failure to provide Support Services.
(b) Exclusion of Certain Damages. In no event shall Simplifile be liable for(and Simplifile hereby disclaims any and all
liability for) any special, incidental, indirect, or consequential damages whatsoever arising out of or in any way related to
Submitter's License hereunder or Submitter's use of or inability to use the System.
Section 8. Confidentiality In this section"Protected Information"shall refer to information about the System and its
application or use, any confidential or proprietary information or trade secrets that one Party discloses to the other Party;
and information which is marked by either Party as"proprietary." Parties shall use the Protected Information only for the purposes
expressly allowed by this Agreement; and shall not at any time, directly or indirectly, disclose, use or reproduce or authorize
anyone else to disclose, use or reproduce, any of the Protected Information. In addition to the foregoing, Simplifile shall be entitled
to full protection for Protected Information under the Utah Uniform Trade Secrets Act(Utah Code Title 12 Chapter 24), unfair
competition law, common law or otherwise.i Submitter and Simplifile expressly agree to refrain from, and to not undertake in any
way, any direct or indirect reverse engineering efforts in connection with each other's System.
Section 9. Termination.
(a) Default. Simplifile may terminate this Agreement if Submitter defaults in any payment, requirement, oruother obligation
under this Agreement and fails to cure such default within ten days after written notice from Simplifile. Submitter may terminate at
any time, upon full payment owed, simply by asking Simplifile to close the account. If the account goes unused by Submitter for a
period of 1 year, Simplifile may disable the account. Submitter can reinstate said account, if disabled, upon request.
(b) Unpaid Fees.Termination of the License,for any cause whatsoever, shall in no manner interfere with, affect or prevent
the collection by Simplifile of any and all sums of money due to Simplifile under this Agreement. Simplifile reserves the right to
immediately suspend a License due to non-payment of outstanding fees.
Section 10. General Provisions. The following provisions also are integral to this Agreement:
(a) Binding Agreement. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns
of the respective parties hereto.
(b) Severability. The provisions of this Agreement are severable, and should any provision hereof be void, voidable,
unenforceable or invalid, such void, voidable, unenforceable or invalid provision shall not affect the other provisions of this
Agreement. Each section shall survive independent of each other section of this Agreement.
SIMPLIFILE I SUBMITTER LICENSE AGREEMENT 3
(c)Amendment.This Agreement may not be modified except by an instrument in writing signed by the parties.
(d) Interpretation. This Agreement shall be interpreted,construed and enforced according to the substantive laws of the
state of Oregon.Venue of any action or proceeding hereunder shall be in the Circuit Court in and for Washington County, Oregon
except for matters relating to Section 7(b) in which matters will be heard in the District Court in and for Utah County, Utah.
(e)Attomeys'Fees. In the event any action or proceeding is taken or brought by either party concerning this Agreement.
the prevailing party shall be entitled to recover its costs and reasonable attorneys'fees,whether such sums are expended with or
without suit, at trial, on appeal or in any bankruptcy or insolvency proceeding.
(f) Notice.All notices shall be in writing and delivered by first class mail addressed to the parties at their address above or
other address as designated from time to time.
(g) Relationship.This Agreement shall not be deemed to create a partnership between Simplifile and Submitter in their
respective businesses or otherwise, nor cause them to be considered joint venturers or members of any joint enterprise.
Submitter's relationship to Simplifile shall be that of licensee and not that of employee,agent, partner or joint venturer.
Effective the date first written above.
SUBMITTER-
By:
UBMITTER: „� A P
Name: C A P-
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SIMPLIFILE:
SIMPLIFILE LC, a Utah limited liability c pany
By:
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Office/Capacity:
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SIMPLIFILE I SUBMITTER LICENSE AGREEMENT 4