Terms and Conditions
www.closingtoolbox.com (the “Site”) is operated by Closing Toolbox LLC, a Georgia limited liability company (“Closing ToolBox”, “we”, “us” or “our”). We provide links to due diligence services in connection with commercial real estate acquisitions and loans including title insurance commitments, property surveys, and environmental inspections, engineer inspections and general information regarding commercial real estate closing practices in the State of Georgia.
By accessing or using the Site and/or Services (whether provided by Closing Toolbox (“CT”), a provider of title examination services, a title insurance agent, a surveyor, environmental company, engineer or other person or company accessed by you through this website), you are accepting these Terms and Conditions (on behalf of yourself or the entity that you represent). By accessing the Site, you confirm your agreement to, and acceptance of these Terms and Conditions (“Terms”).
1. CT Content
The articles, materials, information and content displayed or made available on the Site or sent to you through the Services, and any derivative works thereon, whether made by us or you (collectively, “Content”) are proprietary to us or our licensors and should be considered our confidential information. Subject to those Terms, including any Supplemental Terms, we grant you a limited, non-exclusive, non-transferable license to view and use the Content solely for your personal, informational, non-commercial and internal review and solely in accordance with these Terms.
2. No Professional Advice
The information on this Site is not legal advice nor does it constitute a legal service. The information, articles and materials contained on this Site have been prepared as, are intended for informational purposes only, and are not intended to offer advice, whether legal, financial or otherwise about specific factual situations. The information contained in articles and other writings on this Site may not apply to the facts of any problem or situation you may have. CT encourages you to obtain competent and professional assistance in all matters requiring advice or guidance.
3. Endorsements and Linked Sites
Solely as a convenience to users of this Site, this Site may link to providers of title examination, title insurance, survey and environmental study services and providers of other services or information (“Third Party Providers”). Unless otherwise stated on this Site, such linkage or reference to Third Party Providers does not constitute or imply CT’s endorsement or recommendation of such Third Party Providers. Third Party Providers are solely responsible for their products and services and the content of their web sites and advice. Any hypertext links to Third Party Providers web sites are provided to users as a convenience only and users will leave the CT Site if they use these links. We do not control the content of any information made available to you by any Third Party Provider, and you agree that we are not responsible for the content of such information. We do not make any guarantees about the accuracy, suitability or quality of information provided to users by Third Party Providers, and we assume no responsibility for such information or the privacy policies of Third Party Providers. If users access any links to Third Party Providers, they do so entirely at their own risk. Any agreements entered into between users and Third Party Providers is between those parties only, and CT shall have no liability for the services, surveys, environmental reports, recommendations, findings, or advice, or lack thereof provided by Third Party Providers to users.
4. Ownership and Copyright
Everything that can be seen or read on this Site is copyrighted unless otherwise noted, and may not be used, copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written consent and the prior written permission of CT and our applicable licensors. Nothing in this Agreement allows you any right to receive delivery of a copy of our information or technology or obtain access to our technology. Certain of the names and other materials displayed on this Site or in the Services constitute trademarks, trade names, logos, or service marks (collectively, the “Marks”). You are not authorized to use any of the Marks.
5. Warranty Disclaimer and Limitation of Liability
THE USER OF THIS SITE ASSUMES ALL RISK AND RESPONSIBILITY FOR THE USE OF THE SITE AND THE INTERNET GENERALLY. CT AND ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, PARTNERS, OWNERS, LICENSORS, LICENSEES, THIRD PARTY PROVIDERS, SUCCESSORS AND ASSIGNS DICSLAIM ALL WARRANTIES, REPRESENTATIONS, OR ENDORSEMENTS WHETHER EXPRESS OR IMPLIED WITH REGARD TO THE INFORMATION ACCESSED FROM THIS SITE, THE SITE OF ANY THIRD PARTY PROVIDER, OR THE INTERNET GENERALLY, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF TITLE AND NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, OPERABILITY, AND SYSTEM INTERGRATION. CT ASSUMES NO LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, USEFULNESS, OR TIMELINESS OF ANY PRODUCT, INFORMATION, APPARATUS OR PROCESS DISCLOSED ON THE SITE OR THE SITE OF ANY OF ITS THIRD PARTY PROVIDERS, OR FOR ANY MATERIAL ACCESSIBLE FROM THIS CT SITE OR THE SITE OF ANY OF ITS THIRD PARTY PROVIDERS OR THE INTERNET GENERALLY. IN NO EVENT SHALL CT OR ITS AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES, PARTNERS, OFFICERS, DIRECTORS, OWNERS, INFORMATION PROVIDERS, LICENSORS OR LICENSEES, SUCCESSORS OR ASSIGNS, BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM ACCESS TO OR USE OF THIS CT SITE OR THE INTERNET GENERALLY, OR FROM ACCESS TO ITS AFFILIATES UNDER CONTRACT, TORT, OR ANY OTHER CAUSE OF ACTION OR LEGAL THEORY, OR FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION IN CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE INFORMATION ON A CT SITE OR THE INTERNET GENERALLY, EVEN IF CT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE USE OF ANY CT SITE MAY BE BROUGHT BY A USER MORE THAN ONE YEAR AFTER THE USER KNEW OR SHOULD HAVE KNOWN OF THE OCCURRENCE OF THE EVENT(S) WHICH GAVE RISE TO THE CAUSE OF ACTION. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND SERVICES. OUR TOTEL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE OR THE SERVICES IS LIMITED, IN THE AGGRAGATE TO $100.00.
THE INFORMATION PROVIDED ON A CT SITE OR A CT SERVER, OR THE SITE OR SERVER OF ITS AFFILIATES, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT AND TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTERGRATION, OR DATE ACCURACY. NO INFORMATION OR ADVICE GIVEN BY CT OR ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, OWNERS, DIRECTORS, PARTNERS, AGENTS, THIRD PARTY PROVIDERS, SUCCESSORS AND ASSIGNS SHALL CREATE ANY WARRANTY. NEITHER CT NOR ITS AFFILIATES, NOR THEIR RESPECTIVE OFFICERS, EMPLOYEES, OWNERS, DIRECTORS, PARTNERS, AGENTS, THIRD PARTY PROVIDERS, SUCCESSORS AND ASSIGNS WARRANT THAT THE INFORMATION OR MATERIALS ON A CT SITE OR SERVER OR THE INTERNET GENERALLY WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY INFORMATION, SOFTWARE OR MATERAILS ACCESSIBLE FROM A CT SITE OR SERVER OR THE INTERNET GENERALLY WILL BE FREE OF VIRUSES, OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE RISK OF DAMAGE TO YOUR COMPUTER SERVICES OR LOSS OF ANY KIND THAT RESULTS FROM THE USE OF ANY CT SITE. THE TERM “AFFILIATES” MEANS ANY PROVIDER OF TITLE EXAMINATION, TITLE COMMITMENT, TITLE INSURANCE, SURVEY, ENVIRONMENTAL INSPECTION, AND/OR SIMILAR DUE DILIGENCE SERVICES OR DOCUMENTS.
As a user of this Site you are responsible for maintaining the security of your user name and password. You agree to accept responsibility for all activities that occur on this Site using your password and any related identifying information. By use of this Site, you agree to indemnify and hold harmless CT and its affiliates, and their respective employees, officers, directors, owners, partners, agents, Third Party Providers, successors and assigns (collectively the “Indemnified Parties”) from and against all claims, liabilities, damages, losses, expenses and costs (including reasonable attorneys’ fees) incurred by the Indemnified Parties resulting from or arising out of your use or misuse of any CT site, any breach by you of these Terms, or any use of your CT account by you or any other party. You agree to fully cooperate with CT in the defense of any such claim. CT reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
7. Rules of Conduct
As a user of this Site, you agree not to:
- Misrepresent your identity in any way;
- Impersonate any person or entity or otherwise misrepresent your affiliation with any person or entity:
- Conduct or promote any illegal activity;
- Gain access, or attempt to gain access to secured portions of this Site;
- Violate the rights of any third party;
- Interfere with the functioning of this Site;
- Infringe on the copyright, trademark, or other intellectual property rights or proprietary rights of CT or others.
9. Consent to Monitoring and Disclosure
CT reserves the right to modify or discontinue the Site or Services and we will not be liable to you for so doing. If you object to such changes, your sole remedy shall be to discontinue using the Site. CT may restrict or terminate the usage of the Site by any user who fails to comply with any of these Terms. Further, CT may terminate the linkage from this Site to the website of any party, including any Third Party Provider, at any time and without cause or liability.
11. Governing Law
Any disputes arising from a user’s use of this Site shall be construed and enforced under the laws of the State of Georgia. Users hereby submit to the courts of Fulton County, Georgia and the U. S. Federal District Court for the North District of Georgia. If any provision of these Term is unenforceable, the remain provisions shall in no way be affected or impaired thereby.