Common use of Company Responsibilities Clause in Contracts

Company Responsibilities. Company acknowledges that Electronic Recording permits them to prepare, sign and/or transmit in electronic formats documents and business records and the documents or records shall be considered as the “original” record of the transaction in substitution for, and with the same intended effect as, paper documents and, in the case that such documents bear a digital or electronic signature, paper documents bearing handwritten signatures, all to the extent permitted by applicable law. Company shall ensure that only original documents are used to create the electronic documents. Company shall be diligent in ensuring that documents submitted for Electronic Recording have been checked before submission for errors, omissions, scanning defects, illegible areas, and other deficiencies that would affect the Recorder’s ability to record the document and the public notice to be created thereby. By use of electronic or digital certificates to sign documents, Company intends to be bound to those documents for all purposes as fully as if paper versions of the documents had been manually signed. By use of electronic or digital certificates to sign documents, Company intends to be bound by those electronic signatures affixed to any documents and such electronic signature shall have the same legal effect as if that signature was manually affixed to a paper version of the document. By use of digital certificates to seal electronic files containing images of original paper documents or documents bearing manual signatures, Company shall recognize such sealed images for all purposes as fully as the original paper documents and shall be responsible for any failure by Company to comply with quality control procedures for assuring the accuracy and completeness of the electronic files. Should a dispute or legal action arise between the parties hereto or between a third party and County concerning an electronic transaction prior to the recording of any document, the County will be held harmless by Company and not liable for any damages, costs and fees of any kind whatsoever, including but not limited to attorney fees. For purposes of this provision, a document is considered recorded when it has been assigned a document number by the County and notification of recording has been transmitted back to the submitter. The Company and/or its employees attest to the accuracy and completeness of the electronic records and acknowledge responsibility for the content of the documents submitted through the Electronic Recording Program. Should a dispute or legal action arise concerning an electronic transaction, the County will be held harmless and not liable for any damages. Once a document is recorded in the County, the official recorded document resides in the County records electronically. Company is responsible for completing an agreement with a County approved third party vendor. The list of approved vendors is available upon request. Company is responsible for the costs of the system or services provided by a third party that enables Company to meet the Electronic Recording Program requirements. Company is responsible for the costs of using the ACH payment option to fund Company’s escrow account. If ACH payments are used, Company is responsible for timely funding its escrow account through the ACH process. County is not responsible for delays due to ACH processing. If ACH payments are used, Company acknowledges and agrees to pay the then current per transaction ACH fee set by County. ACH fees are posted on County’s website and are subject to change. Company will immediately notify County of any security incident, including but not limited to attempts to or actual unauthorized access to Company’s pathway which could compromise or otherwise adversely affect the County’s data systems. Company shall work to insure that all security measures and credentials implemented are protected. Company assumes all responsibility for documents submitted through unique credentials provided to Company for the purposes of engaging in Electronic Recording. Company is responsible for receiving receipt of documents recorded by County insuring that the source of the receipt is known to be the County. Company is responsible for forwarding these documents to County insuring that the source of the documents is known to be the Company who has been authenticated and that the documents to be recorded pass from Company to County without modification. Company must maintain an audit trail of all activity, available to County, at its request, to resolve issues or investigate potential fraudulent activity. The audit trail must contain, at a minimum, submitter ID, submitted content at point of receipt from Company, submitted content as at point of delivery to County, dates and times submitted, size, and checksum. Company is responsible for supporting any technical issues associated with Electronic Recording. Company shall work, in good faith, with County to resolve issues with the Electronic Recording process. Company shall provide end user support to County through which problems or issues can be reported and addressed. In the event that problem is determined to be with the Electronic Recording software and not the infrastructure provided the Company shall work to resolve issues with County. Company is responsible for coordinating all technical problems and issues through County.

Company Responsibilities. Company COMPANY shall work to insure that all security measures and credentials implemented are protected from unauthorized access. COMPANY assumes all responsibility for documents submitted through unique credentials provided to COMPANY for the purposes of engaging in Electronic Recording. COMPANY acknowledges that Electronic Recording permits them to prepare, sign and/or and transmit in electronic formats documents and business records COUNTY approved attachments, and the documents document or records attachments shall be considered as the “original” record of the transaction in substitution for, and with the same intended effect as, paper documents and, in the case that such documents bear a digital or electronic signature, paper documents bearing handwritten signatures, all to the extent permitted by applicable law. Company shall ensure that only original documents are used to create the electronic documents. Company shall be diligent in ensuring that documents submitted for Electronic Recording have been checked before submission for errors, omissions, scanning defects, illegible areas, and other deficiencies that would affect the Recorder’s ability to record the document and the public notice to be created thereby. By use of electronic or digital certificates to sign documents, Company intends to be bound to those documents for all purposes as fully as if paper versions of the documents had been manually signed. By use of electronic or digital certificates to sign documents, Company COMPANY intends to be bound by those electronic signatures affixed to any documents and such electronic signature shall have the same legal effect as if that signature was manually affixed to a paper version of the document. By use of digital certificates to seal electronic files containing images of original paper documents or documents bearing manual signatures, Company shall recognize such sealed images for all purposes as fully as the original paper documents and shall be responsible for any failure by Company to comply with quality control procedures for assuring the accuracy and completeness of the electronic files. Should a dispute or legal action arise between the parties hereto or between a third party and County concerning an electronic transaction prior to the recording of any document, the County will be held harmless by Company and not liable for any damages, costs and fees of any kind whatsoever, including but not limited to attorney fees. For purposes of this provision, a document is considered recorded when it has been assigned a document number by the County and notification of recording has been transmitted back to the submitter. The Company and/or its employees attest COMPANY attests to the accuracy and completeness of the electronic records and acknowledge acknowledges responsibility for the content of the documents submitted through the Electronic Recording Program. Should a dispute or legal action arise concerning the accuracy, completeness and/or content of an electronic transaction, the County COUNTY will be held harmless and not liable for any damages. Once a document is recorded in the County, the official recorded document resides in the County records electronically. Company is responsible for completing an agreement with a County approved third party vendor. The list of approved vendors is available upon request. Company is responsible for the costs of the system or services provided by a third party that enables Company to meet the Electronic Recording Program requirements. Company is responsible for the costs of using the ACH payment option to fund Company’s escrow account. If ACH payments are used, Company is responsible for timely funding its escrow account through the ACH process. County is not responsible for delays due to ACH processing. If ACH payments are used, Company acknowledges and agrees to pay the then current per transaction ACH fee set by County. ACH fees are posted on County’s website and are subject to change. Company will immediately notify County of any security incident, including but not limited to attempts to or actual unauthorized access to Company’s pathway which could compromise or otherwise adversely affect the County’s data systems. Company shall work to insure that all security measures and credentials implemented are protected. Company assumes all responsibility for documents submitted through unique credentials provided to Company for the purposes of engaging in Electronic Recording. Company is responsible for receiving receipt of documents recorded by County insuring that the source of the receipt is known to be the County. Company is responsible for forwarding these documents to County insuring that the source of the documents is known to be the Company who has been authenticated and that the documents to be recorded pass from Company to County without modification. Company must maintain an audit trail of all activity, available to County, at its request, to resolve issues or investigate potential fraudulent activity. The audit trail must contain, at a minimum, submitter ID, submitted content at point of receipt from Company, submitted content as at point of delivery to County, dates and times submitted, size, and checksum. Company COMPANY is responsible for supporting any technical issues associated with Electronic Recording. Company COMPANY shall work, work in good faithfaith with any Electronic Recording Provider, with County if applicable, and COUNTY to resolve issues with the Electronic Recording process. Company COMPANY shall provide end user support an effective mechanism to County both an Electronic Recording Provider and COUNTY through which problems or issues can be reported and addressed. In the event that a problem is determined to be with the Electronic Recording software and not the infrastructure provided provided, the Company COMPANY shall work to resolve issues with CountyCOUNTY and any Electronic Recording Provider. Company COMPANY is solely responsible for any and all costs of the system or services that enable COMPANY to meet the Electronic Recording Program requirements. COMPANY is responsible for coordinating all technical problems and issues through Countyany Electronic Recording Provider and COUNTY. COMPANY will appoint a representative, whose name will be given to COUNTY in writing, who is responsible for enforcing the security procedures. COUNTY will be notified in writing of staff changes at COMPANY in this role. COUNTY will not incur any liability for the information electronically transmitted by the COMPANY to COUNTY, or by COUNTY to COMPANY. COUNTY shall not be liable to COMPANY for any special, incidental, exemplary or consequential damages arising from or as a result of any delay, omission or error in the Electronic Recording transmission or receipt. The Electronic Recording Provider, COUNTY, and COMPANY will attempt in good faith to resolve any controversy or claim arising out of or relating to Electronic Recording through either negotiation or mediation prior to initiating litigation. COUNTY, COMPANY, and any Electronic Recording Provider acknowledge that the electronic recording process is an emerging technology and that State and National standards will continue to evolve. Except as expressly provided otherwise herein, this Agreement represents the entire agreement between the parties. Either party may terminate this Agreement without cause by providing Notice as defined above. COMPANY remains responsible for payment of fees for the filing and recordation of all accepted documents. Absent gross negligence or willful misconduct, COMPANY agrees to release COUNTY from any liability in connection with Electronic Recording of documents under this Agreement. COMPANY understands that there are no warranties, express or implied, in connection with such transactions.

Company Responsibilities. Company COMPANY shall work to insure that all security measures and credentials implemented are protected from unauthorized access. COMPANY assumes all responsibility for documents submitted through unique credentials provided to COMPANY for the purposes of engaging in Electronic Recording. COMPANY acknowledges that Electronic Recording permits them to prepare, sign and/or and transmit in electronic formats documents and business records CLERK approved attachments, and the documents document or records attachments shall be considered as the “original” record of the transaction in substitution for, and with the same intended effect as, paper documents and, in the case that such documents bear a digital or electronic signature, paper documents bearing handwritten signatures, all to the extent permitted by applicable law. Company shall ensure that only original documents are used to create the electronic documents. Company shall be diligent in ensuring that documents submitted for Electronic Recording have been checked before submission for errors, omissions, scanning defects, illegible areas, and other deficiencies that would affect the Recorder’s ability to record the document and the public notice to be created thereby. By use of electronic or digital certificates to sign documents, Company intends to be bound to those documents for all purposes as fully as if paper versions of the documents had been manually signed. By use of electronic or digital certificates to sign documents, Company COMPANY intends to be bound by those electronic signatures affixed to any documents and such electronic signature shall have the same legal effect as if that signature was manually affixed to a paper version of the document. By use of digital certificates to seal electronic files containing images of original paper documents or documents bearing manual signatures, Company shall recognize such sealed images for all purposes as fully as the original paper documents and shall be responsible for any failure by Company to comply with quality control procedures for assuring the accuracy and completeness of the electronic files. Should a dispute or legal action arise between the parties hereto or between a third party and County concerning an electronic transaction prior to the recording of any document, the County will be held harmless by Company and not liable for any damages, costs and fees of any kind whatsoever, including but not limited to attorney fees. For purposes of this provision, a document is considered recorded when it has been assigned a document number by the County and notification of recording has been transmitted back to the submitter. The Company and/or its employees attest COMPANY attests to the accuracy and completeness of the electronic records and acknowledge acknowledges responsibility for the content of the documents submitted through the Electronic Recording Program. Should a dispute or legal action arise concerning the accuracy, completeness and/or content of an electronic transaction, the County CLERK will be held harmless and not liable for any damages. Once a document is recorded in the County, the official recorded document resides in the County records electronically. Company is responsible for completing an agreement with a County approved third party vendor. The list of approved vendors is available upon request. Company is responsible for the costs of the system or services provided by a third party that enables Company to meet the Electronic Recording Program requirements. Company is responsible for the costs of using the ACH payment option to fund Company’s escrow account. If ACH payments are used, Company is responsible for timely funding its escrow account through the ACH process. County is not responsible for delays due to ACH processing. If ACH payments are used, Company acknowledges and agrees to pay the then current per transaction ACH fee set by County. ACH fees are posted on County’s website and are subject to change. Company will immediately notify County of any security incident, including but not limited to attempts to or actual unauthorized access to Company’s pathway which could compromise or otherwise adversely affect the County’s data systems. Company shall work to insure that all security measures and credentials implemented are protected. Company assumes all responsibility for documents submitted through unique credentials provided to Company for the purposes of engaging in Electronic Recording. Company is responsible for receiving receipt of documents recorded by County insuring that the source of the receipt is known to be the County. Company is responsible for forwarding these documents to County insuring that the source of the documents is known to be the Company who has been authenticated and that the documents to be recorded pass from Company to County without modification. Company must maintain an audit trail of all activity, available to County, at its request, to resolve issues or investigate potential fraudulent activity. The audit trail must contain, at a minimum, submitter ID, submitted content at point of receipt from Company, submitted content as at point of delivery to County, dates and times submitted, size, and checksum. Company COMPANY is responsible for supporting any technical issues associated with Electronic Recording. Company COMPANY shall work, work in good faithfaith with any Electronic Recording Provider, with County if applicable, and CLERK to resolve issues with the Electronic Recording process. Company COMPANY shall provide end user support an effective mechanism to County both an Electronic Recording Provider and CLERK through which problems or issues can be reported and addressed. In the event that a problem is determined to be with the Electronic Recording software and not the infrastructure provided provided, the Company COMPANY shall work to resolve issues with CountyCLERK and any Electronic Recording Provider. Company COMPANY is solely responsible for any and all costs of the system or services that enable COMPANY to meet the Electronic Recording Program requirements. COMPANY is responsible for coordinating all technical problems and issues through Countyany Electronic Recording Provider and CLERK. COMPANY will appoint a representative, whose name will be given to CLERK in writing, who is responsible for enforcing the security procedures. CLERK will be notified in writing of staff changes at COMPANY in this role. In the event of a reorganization or change of COMPANY’s name, corporate format, or legal structure of any kind such that COMPANY would be known by a new name (including but not limited to acquisition, merger, addition of new partner to a partnership), COMPANY must execute a new Electronic Recording Submitter Agreement in its new identity before it may continue to submit documents for Electronic Recording. If COMPANY fails to execute a new Electronic Recording Submitter Agreement in its new identity, all liability waivers by CLERK are still in effect for the new entity. CLERK will not incur any liability for the information electronically transmitted by the COMPANY to CLERK, or by CLERK to COMPANY. CLERK shall not be liable to COMPANY for any special, incidental, exemplary or consequential damages arising from or as a result of any delay, omission or error in the Electronic Recording transmission or receipt. The Electronic Recording Provider, CLERK, and COMPANY will attempt in good faith to resolve any controversy or claim arising out of or relating to Electronic Recording through either negotiation or mediation prior to initiating litigation. CLERK, COMPANY, and any Electronic Recording Provider acknowledge that the electronic recording process is an emerging technology and that State and National standards will continue to evolve. Except as expressly provided otherwise herein, this Agreement represents the entire agreement between the parties. Either party may terminate this Agreement without cause by providing Notice as defined above. COMPANY remains responsible for payment of fees for the filing and recordation of all accepted documents. Absent gross negligence or willful misconduct, COMPANY agrees to release CLERK from any liability in connection with Electronic Recording of documents under this Agreement. COMPANY understands that there are no warranties, express or implied, in connection with such transactions.

Company Responsibilities. Company acknowledges that Electronic Recording permits them it to prepare, sign and/or transmit in electronic formats format documents and business records and the such documents or records shall be considered as the “original” record of the transaction in substitution for, and with the same intended effect as, paper documents documents, and, in the case that such documents bear a digital or electronic signature, paper documents bearing handwritten signatures, all to the extent permitted by applicable law. Company shall ensure that only original documents are used to create the electronic documents. Company shall be diligent in ensuring that documents submitted for Electronic Recording have been checked before submission for errors, omissions, scanning defects, illegible areas, and other deficiencies that would affect the Recorder’s ability to record the document and the public notice to be created thereby. By Company shall ensure that all security measures and credentials implemented by Company representatives are protected and shall implement and maintain rigorous password requirements and protection. Company assumes all legal liability and responsibility for documents submitted through unique credentials provided to Company for the purposes of engaging in Electronic Recording and it shall be the obligation of Company at its own expense to defend and indemnify Recorder against any claim or cause of action asserted by anyone against Recorder as a result of a breach of security caused by or resulting from Company failure to implement and maintain security measures with respect to Electronic Recording conducted through the Recorder. Company further represents and agrees that by use of electronic or digital certificates to sign documents, Company intends and represents to be bound to those Recorder that all such documents are authentic for all purposes as fully as if paper versions of the documents had been manually signed. By use of electronic or digital certificates to sign documents, Company intends warrants to be bound by Recorder the genuineness of those electronic signatures affixed to any documents transmitted by it for Electronic Recordation and such electronic signature shall have the same legal effect as if that signature was manually affixed to a paper version of the document. By use of digital certificates to seal electronic files containing images of original paper documents or documents bearing manual signatures, Company shall recognize and treat such sealed images for all purposes as fully as the original paper documents and agrees it shall be responsible for the obligation of Company to defend and indemnify Recorder against any claim or cause of action asserted or made against Recorder resulting from any failure by or neglect of Company or its representatives to comply with quality control procedures for assuring the accuracy and completeness of the electronic files. Should a dispute or legal action arise between the parties hereto or between a third party and County concerning an electronic transaction prior to the recording of any document, the County will be held harmless by The Company and not liable its representatives warrant to Recorder that records submitted to Recorder for any damages, costs Electronic Recordation shall be accurate and fees of any kind whatsoever, including but not limited to attorney fees. For purposes of this provision, a document is considered recorded when it has been assigned a document number by the County and notification of recording has been transmitted back to the submitter. The Company and/or its employees attest to the accuracy and completeness of the electronic records complete and acknowledge responsibility for the content of the documents submitted through the Electronic Recording Programprogram. Should Company hereby agrees to defend and indemnify at its own expense Recorder against any claim, cause of action, or other dispute which arises as a dispute result of Company or legal action arise concerning its representative’s initiation or processing of an electronic transactiontransaction unless such action is a direct result of any act or omission of Recorder. Further, the County will Company shall be held harmless and not liable solely responsible for any damages. Once a document is recorded in the County, the official recorded document resides in the County records electronically. Company is responsible for completing an agreement with a County approved third party vendor. The list of approved vendors is available upon request. Company is responsible for the and all costs of the system or services provided by a third party to Company that enables Company to meet the Electronic Recording Program requirements. Company is responsible for the costs of using the ACH payment option to fund Company’s escrow account. If ACH payments are used, Company is responsible for timely funding its escrow account through the ACH process. County is not responsible for delays due to ACH processing. If ACH payments are used, Company acknowledges and agrees to pay the then current per transaction ACH fee set by County. ACH fees are posted on County’s website and are subject to change. Company will immediately notify County of any security incident, including but not limited to attempts to or actual unauthorized access to Company’s pathway which could compromise or otherwise adversely affect the County’s data systemsprogram requirements under this agreement. Company shall work to insure that all security measures and credentials implemented are protected. Company assumes all responsibility for documents submitted through unique credentials provided to Company for the purposes of engaging in Electronic Recording. Company is be responsible for receiving receipt of documents recorded by County insuring that the source of the receipt is known to be the County. Company is responsible for forwarding these documents to County insuring that the source of the documents is known to be the Company who has been authenticated and that the documents to be recorded pass from Company to County without modification. Company must maintain an audit trail of all activity, available to County, at its request, to resolve issues or investigate potential fraudulent activity. The audit trail must contain, at a minimum, submitter ID, submitted content at point of receipt from Company, submitted content as at point of delivery to County, dates and times submitted, size, and checksum. Company is responsible for supporting any technical issues associated with Electronic Recording. Company shall work, in good faith, with County to resolve issues with the Electronic Recording process. Company shall provide end user support to County through which problems or issues can be reported and addressed. In the event that problem is determined to be with the Electronic Recording software and not the infrastructure provided the Company shall work to resolve issues with County. Company is responsible own expense for coordinating and correcting all technical problems and issues through Countywith respect to Company participation in the Electronic Recording program. It is further understood and agreed that Recorder will not be liable for any breach of security, fraud, or deceit in the conduct of the transaction by Company or any person under the supervision or control of Company or its representatives, and Company at its own expense agrees to defend and indemnify Recorder against any claim or cause of action pertaining to any claim of damages against Recorder as a result of such breach of security, fraud, or deceit.

Company Responsibilities. Company COMPANY shall work to insure that all security measures and credentials implemented are protected from unauthorized access. COMPANY assumes all responsibility for documents submitted through unique credentials provided to COMPANY for the purposes of engaging in Electronic Recording. COMPANY acknowledges that Electronic Recording permits them to prepare, sign and/or and transmit in electronic formats documents and business records CLERK approved attachments, and the documents document or records attachments shall be considered as the “original” record of the transaction in substitution for, and with the same intended effect as, paper documents and, in the case that such documents bear a digital or electronic signature, paper documents bearing handwritten signatures, all to the extent permitted by applicable law. Company shall ensure that only original documents are used to create the electronic documents. Company shall be diligent in ensuring that documents submitted for Electronic Recording have been checked before submission for errors, omissions, scanning defects, illegible areas, and other deficiencies that would affect the Recorder’s ability to record the document and the public notice to be created thereby. By use of electronic or digital certificates to sign documents, Company intends to be bound to those documents for all purposes as fully as if paper versions of the documents had been manually signed. By use of electronic or digital certificates to sign documents, Company COMPANY intends to be bound by those electronic signatures affixed to any documents and such electronic signature shall have the same legal effect as if that signature was manually affixed to a paper version of the document. By use of digital certificates to seal electronic files containing images of original paper documents or documents bearing manual signatures, Company shall recognize such sealed images for all purposes as fully as the original paper documents and shall be responsible for any failure by Company to comply with quality control procedures for assuring the accuracy and completeness of the electronic files. Should a dispute or legal action arise between the parties hereto or between a third party and County concerning an electronic transaction prior to the recording of any document, the County will be held harmless by Company and not liable for any damages, costs and fees of any kind whatsoever, including but not limited to attorney fees. For purposes of this provision, a document is considered recorded when it has been assigned a document number by the County and notification of recording has been transmitted back to the submitter. The Company and/or its employees attest COMPANY attests to the accuracy and completeness of the electronic records and acknowledge acknowledges responsibility for the content of the documents submitted through the Electronic Recording Program. Should a dispute or legal action arise concerning the accuracy, completeness and/or content of an electronic transaction, the County CLERK will be held harmless and not liable for any damages. Once a document is recorded in the County, the official recorded document resides in the County records electronically. Company is responsible for completing an agreement with a County approved third party vendor. The list of approved vendors is available upon request. Company is responsible for the costs of the system or services provided by a third party that enables Company to meet the Electronic Recording Program requirements. Company is responsible for the costs of using the ACH payment option to fund Company’s escrow account. If ACH payments are used, Company is responsible for timely funding its escrow account through the ACH process. County is not responsible for delays due to ACH processing. If ACH payments are used, Company acknowledges and agrees to pay the then current per transaction ACH fee set by County. ACH fees are posted on County’s website and are subject to change. Company will immediately notify County of any security incident, including but not limited to attempts to or actual unauthorized access to Company’s pathway which could compromise or otherwise adversely affect the County’s data systems. Company shall work to insure that all security measures and credentials implemented are protected. Company assumes all responsibility for documents submitted through unique credentials provided to Company for the purposes of engaging in Electronic Recording. Company is responsible for receiving receipt of documents recorded by County insuring that the source of the receipt is known to be the County. Company is responsible for forwarding these documents to County insuring that the source of the documents is known to be the Company who has been authenticated and that the documents to be recorded pass from Company to County without modification. Company must maintain an audit trail of all activity, available to County, at its request, to resolve issues or investigate potential fraudulent activity. The audit trail must contain, at a minimum, submitter ID, submitted content at point of receipt from Company, submitted content as at point of delivery to County, dates and times submitted, size, and checksum. Company COMPANY is responsible for supporting any technical issues associated with Electronic Recording. Company COMPANY shall work, work in good faithfaith with any Electronic Recording Provider, with County if applicable, and CLERK to resolve issues with the Electronic Recording process. Company COMPANY shall provide end user support an effective mechanism to County both an Electronic Recording Provider and CLERK through which problems or issues can be reported and addressed. In the event that a problem is determined to be with the Electronic Recording software and not the infrastructure provided provided, the Company COMPANY shall work to resolve issues with CountyCLERK and any Electronic Recording Provider. Company COMPANY is solely responsible for any and all costs of the system or services that enable COMPANY to meet the Electronic Recording Program requirements. COMPANY is responsible for coordinating all technical problems and issues through any Electronic Recording Provider and CLERK. COMPANY will appoint a representative, whose name will be given to CLERK in writing, who is responsible for enforcing the security procedures. CLERK will be notified in writing of staff changes at COMPANY in this role. CLERK will not incur any liability for the information electronically transmitted by the COMPANY to CLERK, or by CLERK to COMPANY. CLERK shall not be liable to COMPANY for any special, incidental, exemplary or consequential damages arising from or as a result of any delay, omission or error in the Electronic Recording transmission or receipt. The Electronic Recording Provider, CLERK, and COMPANY will attempt in good faith to resolve any controversy or claim arising out of or relating to Electronic Recording through either negotiation or mediation prior to initiating litigation. Without regard to state conflict of law provisions, the CLERK and COMPANY agree that this MOU shall be governed by the laws of the state in which the electronic records are recorded (Virginia), as if this MOU were a contract wholly entered into and wholly performed within that state. The parties agree that venue for any action to enforce this MOU or any matter related to this MOU shall be Chesterfield County, Virginia. CLERK, COMPANY, and any Electronic Recording Provider acknowledge that the electronic recording process is an emerging technology and that State and National standards will continue to evolve. Except as expressly provided otherwise herein, this MOU represents the entire agreement between the parties. Either party may terminate this MOU without cause by providing Notice as defined above. COMPANY remains responsible for payment of fees for the filing and recordation of all accepted documents. Absent gross negligence or willful misconduct, COMPANY agrees to release CLERK from any liability in connection with Electronic Recording of documents under this MOU. COMPANY understands that there are no warranties, express or implied, in connection with such transactions.

Company Responsibilities. Company COMPANY shall work to insure that all security measures and credentials implemented are protected from unauthorized access. COMPANY assumes all responsibility for documents submitted through unique credentials provided to COMPANY for the purposes of engaging in Electronic Recording. COMPANY acknowledges that Electronic Recording permits them to prepare, sign and/or and transmit in electronic formats documents and business records CLERK approved attachments, and the documents document or records attachments shall be considered as the “original” record of the transaction in substitution for, and with the same intended effect as, paper documents and, in the case that such documents bear a digital or electronic signature, paper documents bearing handwritten signatures, all to the extent permitted by applicable law. Company shall ensure that only original documents are used to create the electronic documents. Company shall be diligent in ensuring that documents submitted for Electronic Recording have been checked before submission for errors, omissions, scanning defects, illegible areas, and other deficiencies that would affect the Recorder’s ability to record the document and the public notice to be created thereby. By use of electronic or digital certificates to sign documents, Company intends to be bound to those documents for all purposes as fully as if paper versions of the documents had been manually signed. By use of electronic or digital certificates to sign documents, Company COMPANY intends to be bound by those electronic signatures affixed to any documents and such electronic signature shall have the same legal effect as if that signature was manually affixed to a paper version of the document. By use of digital certificates to seal electronic files containing images of original paper documents or documents bearing manual signatures, Company shall recognize such sealed images for all purposes as fully as the original paper documents and shall be responsible for any failure by Company to comply with quality control procedures for assuring the accuracy and completeness of the electronic files. Should a dispute or legal action arise between the parties hereto or between a third party and County concerning an electronic transaction prior to the recording of any document, the County will be held harmless by Company and not liable for any damages, costs and fees of any kind whatsoever, including but not limited to attorney fees. For purposes of this provision, a document is considered recorded when it has been assigned a document number by the County and notification of recording has been transmitted back to the submitter. The Company and/or its employees attest COMPANY attests to the accuracy and completeness of the electronic records and acknowledge acknowledges responsibility for the content of the documents submitted through the Electronic Recording Program. Should a dispute or legal action arise concerning the accuracy, completeness and/or content of an electronic transaction, the County CLERK will be held harmless and not liable for any damages. Once a document is recorded in the County, the official recorded document resides in the County records electronically. Company is responsible for completing an agreement with a County approved third party vendor. The list of approved vendors is available upon request. Company is responsible for the costs of the system or services provided by a third party that enables Company to meet the Electronic Recording Program requirements. Company is responsible for the costs of using the ACH payment option to fund Company’s escrow account. If ACH payments are used, Company is responsible for timely funding its escrow account through the ACH process. County is not responsible for delays due to ACH processing. If ACH payments are used, Company acknowledges and agrees to pay the then current per transaction ACH fee set by County. ACH fees are posted on County’s website and are subject to change. Company will immediately notify County of any security incident, including but not limited to attempts to or actual unauthorized access to Company’s pathway which could compromise or otherwise adversely affect the County’s data systems. Company shall work to insure that all security measures and credentials implemented are protected. Company assumes all responsibility for documents submitted through unique credentials provided to Company for the purposes of engaging in Electronic Recording. Company is responsible for receiving receipt of documents recorded by County insuring that the source of the receipt is known to be the County. Company is responsible for forwarding these documents to County insuring that the source of the documents is known to be the Company who has been authenticated and that the documents to be recorded pass from Company to County without modification. Company must maintain an audit trail of all activity, available to County, at its request, to resolve issues or investigate potential fraudulent activity. The audit trail must contain, at a minimum, submitter ID, submitted content at point of receipt from Company, submitted content as at point of delivery to County, dates and times submitted, size, and checksum. Company COMPANY is responsible for supporting any technical issues associated with Electronic Recording. Company COMPANY shall work, work in good faithfaith with any Electronic Recording Provider, with County if applicable, and CLERK to resolve issues with the Electronic Recording process. Company COMPANY shall provide end user support an effective mechanism to County both an Electronic Recording Provider and CLERK through which problems or issues can be reported and addressed. In the event that a problem is determined to be with the Electronic Recording software and not the infrastructure provided provided, the Company COMPANY shall work to resolve issues with CountyCLERK and any Electronic Recording Provider. Company COMPANY is solely responsible for any and all costs of the system or services that enable COMPANY to meet the Electronic Recording Program requirements. COMPANY is responsible for coordinating all technical problems and issues through Countyany Electronic Recording Provider and CLERK. COMPANY will appoint a representative, whose name will be given to CLERK in writing, who is responsible for enforcing the security procedures. CLERK will be notified in writing of staff changes at COMPANY in this role. In the event of a reorganization of COMPANY’s structure of any kind such that COMPANY would be known by a new name (including but not limited to acquisition, merger, addition of new partner to a partnership, etc.), COMPANY must execute a new Electronic Recording Submitter Agreement in its new identity before it may continue to submit documents for Electronic Recording. If COMPANY fails to execute a new Electronic Recording Submitter Agreement in its new identity, all liability waivers by the CLERK are still in effect for the new entity. CLERK will not incur any liability for the information electronically transmitted by the COMPANY to CLERK, or by CLERK to COMPANY. CLERK shall not be liable to COMPANY for any special, incidental, exemplary or consequential damages arising from or as a result of any delay, omission or error in the Electronic Recording transmission or receipt. The Electronic Recording Provider, CLERK, and COMPANY will attempt in good faith to resolve any controversy or claim arising out of or relating to Electronic Recording through either negotiation or mediation prior to initiating litigation. CLERK, COMPANY, and any Electronic Recording Provider acknowledge that the electronic recording process is an emerging technology and that State and National standards will continue to evolve. Except as expressly provided otherwise herein, this Agreement represents the entire agreement between the parties. Either party may terminate this Agreement without cause by providing Notice as defined above. COMPANY remains responsible for payment of fees for the filing and recordation of all accepted documents. Absent gross negligence or willful misconduct, COMPANY agrees to release CLERK from any liability in connection with Electronic Recording of documents under this Agreement. COMPANY understands that there are no warranties, express or implied, in connection with such transactions.

Company Responsibilities. Company COMPANY shall work to insure that all security measures and credentials implemented are protected from unauthorized access. COMPANY assumes all responsibility for documents submitted through unique credentials provided to COMPANY for the purposes of engaging in Electronic Recording. COMPANY acknowledges that Electronic Recording permits them to prepare, sign and/or and transmit in electronic formats documents and business records COUNTY approved attachments, and the documents document or records attachments shall be considered as the “original” record of the transaction in substitution for, and with the same intended effect as, paper documents and, in the case that such documents bear a digital or electronic signature, paper documents bearing handwritten signatures, all to the extent permitted by applicable law. Company shall ensure that only original documents are used to create the electronic documents. Company shall be diligent in ensuring that documents submitted for Electronic Recording have been checked before submission for errors, omissions, scanning defects, illegible areas, and other deficiencies that would affect the Recorder’s ability to record the document and the public notice to be created thereby. By use of electronic or digital certificates to sign documents, Company intends to be bound to those documents for all purposes as fully as if paper versions of the documents had been manually signed. By use of electronic or digital certificates to sign documents, Company COMPANY intends to be bound by those electronic signatures affixed to any documents and such electronic signature shall have the same legal effect as if that signature was manually affixed to a paper version of the document. By use of digital certificates to seal electronic files containing images of original paper documents or documents bearing manual signatures, Company shall recognize such sealed images for all purposes as fully as the original paper documents and shall be responsible for any failure by Company to comply with quality control procedures for assuring the accuracy and completeness of the electronic files. Should a dispute or legal action arise between the parties hereto or between a third party and County concerning an electronic transaction prior to the recording of any document, the County will be held harmless by Company and not liable for any damages, costs and fees of any kind whatsoever, including but not limited to attorney fees. For purposes of this provision, a document is considered recorded when it has been assigned a document number by the County and notification of recording has been transmitted back to the submitter. The Company and/or its employees attest COMPANY attests to the accuracy and completeness of the electronic records and acknowledge acknowledges responsibility for the content of the documents submitted through the Electronic Recording Program. Should a dispute or legal action arise concerning the accuracy, completeness and/or content of an electronic transaction, the County COUNTY will be held harmless and not liable for any damages. Once a document is recorded in the County, the official recorded document resides in the County records electronically. Company is responsible for completing an agreement with a County approved third party vendor. The list of approved vendors is available upon request. Company is responsible for the costs of the system or services provided by a third party that enables Company to meet the Electronic Recording Program requirements. Company is responsible for the costs of using the ACH payment option to fund Company’s escrow account. If ACH payments are used, Company is responsible for timely funding its escrow account through the ACH process. County is not responsible for delays due to ACH processing. If ACH payments are used, Company acknowledges and agrees to pay the then current per transaction ACH fee set by County. ACH fees are posted on County’s website and are subject to change. Company will immediately notify County of any security incident, including but not limited to attempts to or actual unauthorized access to Company’s pathway which could compromise or otherwise adversely affect the County’s data systems. Company shall work to insure that all security measures and credentials implemented are protected. Company assumes all responsibility for documents submitted through unique credentials provided to Company for the purposes of engaging in Electronic Recording. Company is responsible for receiving receipt of documents recorded by County insuring that the source of the receipt is known to be the County. Company is responsible for forwarding these documents to County insuring that the source of the documents is known to be the Company who has been authenticated and that the documents to be recorded pass from Company to County without modification. Company must maintain an audit trail of all activity, available to County, at its request, to resolve issues or investigate potential fraudulent activity. The audit trail must contain, at a minimum, submitter ID, submitted content at point of receipt from Company, submitted content as at point of delivery to County, dates and times submitted, size, and checksum. Company COMPANY is responsible for supporting any technical issues associated with Electronic Recording. Company COMPANY shall work, work in good faithfaith with any Electronic Recording Provider, with County if applicable, and COUNTY to resolve issues with the Electronic Recording process. Company COMPANY shall provide end user support an effective mechanism to County both an Electronic Recording Provider and COUNTY through which problems or issues can be reported and addressed. In the event that a problem is determined to be with the Electronic Recording software and not the infrastructure provided provided, the Company COMPANY shall work to resolve issues with CountyCOUNTY and any Electronic Recording Provider. Company COMPANY is solely responsible for any and all costs of the system or services that enable COMPANY to meet the Electronic Recording Program requirements. COMPANY is responsible for coordinating all technical problems and issues through Countyany Electronic Recording Provider and COUNTY. COMPANY will appoint a representative, whose name will be given to COUNTY in writing, who is responsible for enforcing the security procedures. COUNTY will be notified in writing of staff changes at COMPANY in this role. COUNTY will not incur any liability for the information electronically transmitted by the COMPANY to COUNTY, or by COUNTY to COMPANY. COUNTY shall not be liable to COMPANY for any special, incidental, exemplary or consequential damages arising from or as a result of any delay, omission or error in the Electronic Recording transmission or receipt. The Electronic Recording Provider, COUNTY, and COMPANY will attempt in good faith to resolve any controversy or claim arising out of or relating to Electronic Recording through either negotiation or mediation prior to initiating litigation. COUNTY, COMPANY, and any Electronic Recording Provider acknowledge that the electronic recording process is an emerging technology and that State and National standards will continue to evolve. Except as expressly provided otherwise herein, this Agreement represents the entire agreement between the parties. Either party may terminate this Agreement without cause by providing Notice as defined above. COMPANY remains responsible for payment of fees for the filing and recordation of all accepted documents. Absent gross negligence or willful misconduct, COMPANY agrees to release COUNTY from any liability in connection with Electronic Recording of documents under this Agreement. COMPANY understands that there are no warranties, express or implied, in connection with such transactions. COMPANY shall comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Further, if COMPANY utilizes a subcontractor, COMPANY shall require the subcontractor to comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. COMPANY certifies that, as of the date listed below, it is not on the Final Divestment List or the Iran Parent and Subsidiary Guidance List as created by the State Treasurer pursuant to NCGS 147-86.58. In compliance with the requirements of the Iran Divestment Act (Article 6E of Chapter 147 of the North Carolina General Statutes}, COMPANY shall not utilize, in the performance of the contract, any subcontractor that is identified on the Final Divestment List or the Iran Parent and Subsidiary Guidance List.