The ArchiveIT service (the “Service”) is owned and operated by ArchiveIT, and is provided to you (“You”) under the terms and conditions of the Terms of Service (“Terms”), which include ArchiveIT’s Privacy Policy, and Statement of Work incorporated herein by reference. BY SIGNING BELOW, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE AUTHORIZED TO SIGN FOR AND BIND THE CONTRACTING PARTY AND (ii) AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. DESCRIPTION OF SERVICE
The Service provided by ArchiveIT allows you to remotely access closed escrow files. The service includes monthly pick up, scanning, indexing, quality control, optical storage, 24/7 secure access and certified document destruction.

2. SERVICES
(a) Description of Service. ArchiveIT provides the registered user with remote access to the user’s repository and ArchiveIT from a Web browser. To use the Service you will need internet access, and must also maintain a connection with the Internet in order to access remotely. You will also need adobe acrobat reader (version 6 or greater) to view files.
(b) Fees and Payments. Currently fees are set at above specified rates. Your subscription will continue and renew automatically unless terminated by ArchiveIT or until You notify ArchiveIT of Your decision to change Your subscription renewal. For cancellation please post in writing and allow thirty days for finalization of termination. All fees and charges are nonrefundable.

3. PRIVACY
ArchiveIT will not sell or rent Your personally identifiable information to anyone, unless, we respond to subpoenas, court orders or legal processes which require us to disclose Registration Data or any information about You to law enforcement or other government officials as ArchiveIT, in its sole discretion, believes necessary or appropriate.

4. PASSWORDS AND SECURITY
As part of the registration process, You will be assigned a username and password. You agree to carefully safeguard all of your passwords. You are solely responsible if You do not maintain the confidentiality of passwords and account information. Furthermore, You are solely responsible for any and all activities that occur under Your account. You agree to immediately notify ArchiveIT of any unauthorized use of Your account or any other breach of security known to You, including if You believe that Your password or account information has been stolen or otherwise compromised.

5. TERMINATION
ArchiveIT may immediately terminate Your membership and right to use the Service if (a) You breach these Terms; (b) ArchiveIT is unable to verify or authenticate any information You provide to ArchiveIT; (c) such information is inaccurate; or (d) ArchiveIT decides, in its sole discretion, to discontinue offering the Service. ArchiveIT shall not be liable to You or any third party for termination of the Service. You may terminate Your Account and end Your use of the Service at any time, for any reason or for no reason. For cancellation notify ArchiveIT in writing and allow 30 days.

6. LIMITATION OF LIABILITY
In no event shall ArchiveIT be liable for any indirect, incidental, special or consequential damages, resulting from the use of the inability to use the service.

7. INDEMNITY
You hereby agree, at Your expense, to indemnify, defend and hold ArchiveIT harmless from and against any loss, cost, damages, liability or expense arising out of or relating to (a) a third-party claim, action or allegation of infringement based on information, data, files or other content submitted by You; (b) any fraud or manipulation, or other breach of these Terms by You; or (c) any third-party claim, action or allegation brought against ArchiveIT arising out of or relating to a dispute between its users over the terms and conditions of a contract or related to the purchase and sale of any services.

8. GENERAL TERMS
These Terms are governed in all respects by the laws of the State of California as such laws are applied. Both parties submit to personal jurisdiction in California and further agree that any cause of action relating to these Terms shall be brought in a court in Los Angeles County, California. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

BOX STORAGE AGREEMENT AND TERMS OF SERVICE
The following terms and conditions shall apply to this Agreement for any boxes/files left in the custody of ArchiveIT or any of its affiliate locations:

1. TERM
The term of this Agreement shall commence on the date of Client’s signature or, if later, at the Date of Initial Box Pick Up. This Agreement shall remain in place until such time as either party provides thirty (30) day written notice to the other party of a desire to terminate. Termination of this Agreement does not release Client from remitting payment-in-full for any outstanding storage charges and/or additional charges incurred to securely destroy or return all boxes/files left in the custody of ArchiveIT.

2. CHARGES / PAYMENT
Rates and charges shall be as specified in the Pricing Section of this Agreement, remaining fixed for the term of this Agreement, but subject to change with thirty (30) days notice. Any charges that are not specifically called out in Pricing Section will default to current Standard Pricing. Pricing that has been discounted due to day-forward scanning will revert to current list pricing should the day-forward scanning be discontinued for any reason. Permanent withdrawal of boxes from box storage, for any reason other than for completion of lifecycle, will result in a $2 per box charge. Payment is due upon receipt of invoices, which are processed the first week of each month for the following month’s charges.

3. CUSTOMER DEFAULT
If Client fails to pay charges (other than disputed charges) within sixty (60) days after the date of an invoice, ArchiveIT may, at its discretion, suspend service until payment-in-full has been received or until an agreeable payment plan is put in place for arrears. Should charges remain unpaid for a term of one hundred and eighty (180) days, ArchiveIT may securely destroy all boxes in their custody, or in the custody of any of its affiliate locations, or return boxes to the contact address in this Agreement, during regular business hours, at the expense of the Client. Client will be sent a final notice ten (10) days prior to either action via US Mail at the contact address in this Agreement.

4. FILE REQUESTS / DELIVERY
All requests for files shall be directed to the ArchiveIT Support Team, via email at support@ArchiveIT.com or through the ArchiveIT software interface or via phone at the client servicing ArchiveIT location. File requests will be processed expeditiously upon receipt, but a 48 hour turn-around time is allotted for standard requests, and a 24 hour turn-around time is allotted for rush requests. Per Client’s preference, requested files will be delivered via the ArchiveIT online secure client website, by ArchiveIT courier or via overnight delivery service and will be charged accordingly. ArchiveIT reserves the right to limit box storage refiling to five (5) files per billing cycle; additional refiles will be billed at $10 per file.

5. CONFIDENTIALITY
ArchiveIT shall implement and maintain reasonable safeguards at all times in an effort to protect Client’s information confidentiality.

6. LIMITATIONS
ArchiveIT reserves the right to refuse pick up of any boxes/files that are determined to be damaged, hazardous or outside the scope of document storage. Unless explicitly agreed to in writing, ArchiveIT will not be deemed a “custodian” or “designee” of any boxes/files left in the custody of ArchiveIT or any of its affiliate locations, nor will ArchiveIT assume any liability under state or federal law with respect to such boxes/files. ArchiveIT assumes no responsibility or liability for boxes/files that are determined not to have been left in the custody of ArchiveIT or any of its affiliate locations. ArchiveIT will use best-available practices to index Client boxes/files, but shall not be held liable for any damages resulting in an indexing error or omission. ArchiveIT reserves the right to transfer custody of Client boxes/files, with or without Client consent, upon thirty (30) days written notice.