TITLE | PIPE™
Gateway Agreement
Last Updated: Mar 1, 2023
TP Gateway Closing Fee Disclosure – to be paid through closing (settlement)– $50 (Fifty Dollars) as of the time of this agreement.
This Title Pipe (TP) Gateway Agreement (“Agreement”) forms a legally binding contract between you, whether personally or on behalf of an entity (“user” or “you”) and Title Pipe, Inc. a Delaware corporation located at 531 S. Fitness Place, Ste 102, Eagle, ID 83616 (“Company” or “we” or “us” or “our”) that governs your access and use of the Services (as defined in the Title Pipe Terms of Service) in your role as a buyer, seller or borrower (refinancer) of real estate (collectively, “Customers”). All components of this Agreement collectively are referred to herein as the “Agreement” and shall act as an addendum to the Title Pipe Terms of Service for fee disclosure to Customers. You acknowledge that you have had the opportunity both to review the Agreement and to consult with legal counsel prior to acceptance of this Agreement. By accessing or using the Software and Services, You acknowledge that You have read and understand this Agreement, that You accept all of the terms and conditions contained here in full, and that You agree that the terms and conditions shall be fully and legally binding upon the Parties, without the need for any further indication of acceptance on Your part (such as by signature, click through or other means of electronic acceptance). If You are acting on behalf of another Customer, You represent that You have full legal authority to bind them. Title Pipe recommends that you print copies of the Agreement for your own records and future reference.
This Agreement is effective immediately upon your acceptance below (“Effective Date”).
1.1 Subject to the terms of this Agreement, Title Pipe will use commercially reasonable efforts to provide Customer the Services. As part of registration Customer will identify an administrative user name and password for Customer’s account. Company reserves the right to refuse registration of or cancel passwords it deems inappropriate. This Agreement is specific to Each real estate transaction separately. Customers will be presented with a separate agreement and Fee for each transaction the Service is used for. Acceptance or Rejection of the agreement and resulting obligations by Title Pipe and the Customer for each will be treated separately as such.
1.2 Subject to the terms of this Agreement, Title Pipe will provide Customer with reasonable technical support and management services.
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including without limitation, hardware, software, networking, and the like. Customer shall also be responsible for maintaining the security of Customer’s account, passwords and files and for all uses of Customer’s account with or without Customer’s knowledge or consent, and Customer hereby acknowledges and agrees that Title Pipe shall have no responsibility for such matters.
3.1 Customer and Title Pipe acknowledge and agree that payment of fees or other sums due (“Fee”) to Title Pipe in connection with this Agreement will be handled or coordinated by or through the Real Estate Transaction Settlement Provider (“Escrow”) . When Real Estate Transaction Customers represent a collective group (i.e. multiple buyers, or multiple sellers, or multiple refinancing borrowers), any one of the groups accepting this agreement will bind the others as reference above. Only 1 (ONE) Fee will be applied for each group (i.e. one invoice for buyers, one invoice for sellers, one invoice for borrowers) for each transaction. Title Pipe will provide Escrow with an invoice demand for the TP Gateway fee (“Fee”) referenced above which will contain Fee amount, remittance instructions and identifying information such as the accepting Customer name, Subject Property Information, and Customer’s transaction role. A timestamp of acceptance shall act as the effective date of Services. Title Pipe will instruct Escrow to collect and disburse all fees associated with this agreement on your behalf from closing proceeds. Escrow will be instructed to include the Fee on applicable closing statements as required. If Escrow fails to collect or disburse the Fee, the customer shall remain obligated under this agreement to pay for the Service through traditional payment means. If Customer acknowledgement is not received, Title Pipe shall have the right to suspend Services or reduce Services available to Customer. Title Pipe reserves the right to change Fees or applicable charges and to institute new charges and Fees at the end of the initial service term or then-current renewal term, upon thirty (30) days prior notice to Customer, and Customer’s continued use of Title Pipe’ Services shall be deemed acceptance of such changes to the charged Fees or applicable charges. If Customer believes that Escrow has not included or correctly disclosed the Fee on applicable closing statement(s), Customer must contact Settlement Provider prior to signing of closing documents. Title Pipe shall not be responsible for any errors in billing not brought to its attention in accordance with this provision. Inquiries should be directed to Escrow.
3.2 Title Pipe will invoice Escrow in accordance with this Agreement. Fees are due within 30 days from the date of transaction execution (“Closing”). Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Failure of Escrow or Customer to pay invoices in accordance with this Agreement shall represent a breach of Customer’s obligations under this Agreement and shall entitle Title Pipe to immediately terminate Customer’s access to the Services. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Title Pipe’s net income.
4.1 This Agreement commences on the Effective Date and continues until all Services hereunder have expired or have been terminated.
4.2 The term of this Agreement shall be for a period of 3 yrs and may be extended. Customer may renew the Service no later than 30 days after the expiration of the initial or any later Service term.
4.3 Either party may also terminate this Agreement upon 30 days written notice if the other party materially breaches any of the terms or conditions of the Agreement and fails to correct the breach within the notice period. Customer will pay in full for the Services up to and including the last day on which the Services are performed.
4.4 Upon any termination and upon Customer request, Title Pipe will make all Customer data available to Customer for electronic retrieval for a period of 30 days, but thereafter Title Pipe may delete or destroy all copies of Customer data in its systems or otherwise in its possession or control, or retain them as described in the Terms of Service.
4.5 The following sections will survive any termination or expiration of this agreement: 3, 4, 5, 6 and 7.
5.1 Title Pipe shall use reasonable efforts consistent with prevailing industry standards to provide and maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Customer acknowledges that the Services may be temporarily unavailable due to scheduled maintenance or for unscheduled emergency maintenance, either by Title Pipe or by third-party providers, or because of other causes beyond Title Pipe’ reasonable control. Where reasonably possible, Title Pipe shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
5.2 TITLE PIPE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES TITLE PIPE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND TITLE PIPE DISCLAIMS ALL WARRANTIES OF ANY TYPE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
IN NO EVENT SHALL TITLE PIPE, ITS SUPPLIERS, OR THE WEB SERVICES ACCOUNT (“WSA”) PROVIDER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF GOOD WILL, LOSS OF DATA OR USE, OR ANY BUSINESS INTERRUPTION OR DISRUPTION, INCURRED BY EITHER CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION SOUNDING IN CONTRACT, TORT, WARRANTY, FIDUCIARY DUTY, STATUTORY CLAIM UNDER ANY FEDERAL, STATE, LOCAL LAW OF THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION, OR ANY OTHER TYPE OF LEGAL CLAIM, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, NEITHER TITLE PIPE NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES, COSTS OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER’S INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER’S USE OF OR ACCESS TO THE SERVICES, (II) TITLE PIPE’ DISCONTINUATION OF ANY OR ALL ACCESS TO THE SERVICES, OR (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE ACCESS TO THE SERVICES FOR ANY REASON WHATSOEVER, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER TO ANY THIRD PARTIES IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER’S USE OF OR ACCESS TO THE SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS, DENIAL OF ACCESS, OR FAILURE TO MAINTAIN OR STORE ANY OF CUSTOMER’S CONTENT OR OTHER DATA.
THE AGGREGATE AND CUMULATIVE TOTAL LIABILITY OF TITLE PIPE, ITS SUPPLIERS, AND/OR THE WSA PROVIDER FOR DAMAGES, INCLUDING FOR DIRECT DAMAGES, UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM, AND IF SUCH DAMAGES RELATE TO PARTICULAR SERVICES, SUCH LIABILITY SHALL BE LIMITED TO FEES PAID FOR THE SERVICES GIVING RISE OR RELATED TO THE ALLEGED LIABILITY AND DAMAGES UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE CLAIM.
LICENSEE ACKNOWLEDGES THAT THE FEES APPLICABLE FOR THE SERVICES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT TITLE PIPE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF BOTH LIABILITY AND DAMAGES SET FORTH IN THIS AGREEMENT (INCLUDING THOSE SET FORTH ABOVE IN THIS SECTION 6 AND IN SECTION 7.2 BELOW).
7.1 This Agreement and the associated Product Registration Forms shall not be assignable by Customer without the prior, written consent of Title Pipe. Any assignment or transfer by Customer in violation of this Section will be void. This Agreement may be assigned or transferred by Title Pipe.
7.2 No Liability for Certain Delays or Failures of Performance. Title Pipe and its affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms, floods, or other elements of nature, blockages, embargoes, riots, cyber-attacks (including without limitation distributed denial of service attacks, malware, ransomware, and any other cyber events), acts or orders of government, acts of terrorism, or war.
7.3 If any term or provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid, the remaining terms and provisions shall remain in effect.
7.4 Title Pipe may modify this Agreement at any time by posting a revised version on its website and/or the WSA Provider’s website or by otherwise notifying the Customer in accordance with Section 7.5. The modified terms will become effective upon posting or, if Title Pipe notifies the Customer by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, Customer agrees to be bound by the modified terms. It is the Customer’s responsibility to check the referenced websites regularly for modifications to this Agreement. The current Agreement shall prevail over any additional, conflicting, or inconsistent terms and conditions which may appear on any other document furnished by Customer to Title Pipe.
7.5 Any notice, report or statement required to be given or made hereunder shall be considered properly given if sent by email, or registered or certified mail, return receipt requested, postage-paid to the respective address of each party as either of the parties shall have last furnished in writing to the other.
7.9 This Agreement and any exhibits, attachments or other documents related thereto (including the Title Pipe Terms of Service) constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all previous agreements whether written or oral.
