RDS Signup

Back To Home Page

We are so excited to welcome you to RDS!!

Get started with RDS today! Transform your business by choosing an RDS product that best fits your business needs.

Sincerely,
The RDS Team

Step 1

Please choose the best RDS product for your business..

Selected

ESSENTIALS

Best suited for less than 600 Orders a month and less than 10 users

Dynamic Order Page

Real-time Dashboard & Order Progress Bar

Internal Reports and Analytics

Results - Title/Search Reports

Accounting Features

Mobile-Enabled (phone,tablets)

Starting at $65/mo

Learn More

Best Value
Selected

PREMIUM

Best suited for over 600 orders a month and over 10 users

Client Portal

Vendor Portal

Quick Add (auto-copy paste new orders)

Price Quote

Text/SMS Order Communication

Configurable Results Form/Title Reports

Starting at $89/mo

Learn More

Selected

CUSTOM

Best suited for larger companies needing more complex integrations and customized features

Industry Expertise and Consultation

Workflow design

Dedicated Operational and Development Support

Systems Integration

Tailored Training & Onboarding

Custom Reporting and Analytics Build-Out

Call For Quote

Learn More

Close

RDS Essentials

Highlights

  • Ideal for smaller title, abstract and document retrieval companies(less than 10 employees.
  • RDS improves your turnaround time and accuracy while freeing you up to take on more business for increased revenues.
  • RDS is a highly automated software that reduces clicks and key stokes by a 1:4 ratio compared to other systems.

Pricing

  • $65 for 0-100 Orders*
  • $125 for 101-350 Orders*
  • $225 for 351-600 Orders*
* Monthly billing based on the prior month

Key Features

  • Dynamic Order Page
  • Real-time Dashboard
  • Order Progress Bar
  • Internal Reports and Analytics
  • Quickbooks Integration
  • Mobile & Tablet Friendly
  • Results - Title/Search Reports
  • Company Resources Repository - Shareable Company Docs/References
  • Dynamic Order Search Query
  • Bookmarks
  • Document Storage and Sharing
  • Merge Documents Tool(Search Docs, Reports, Invoice all in One)
  • Order Assignment Notifications
  • Order Completion Notifications
  • Quick Books Export(Vendors and Clients)
  • Documents Associated by Order
  • Order History Detail
  • Order Communication and Documentation
  • Order Action History Record
  • Time Stamped User Actions
  • Client Management Tools
  • Vendor Management Tools
  • Google Maps API – Zip Code and County
  • Advanced Order Requirements Features
  • Built in Curative Process
  • Order Reference Number
  • Client Stats(Graphs)
  • Vendor Stats(Graphs)
  • Bulk ETA Actions(so much faster)
  • Smart Sidebar
  • Searcher Level
  • Quality Control/Typists Level
  • Management Level – Advanced Permissions
  • Dark Mode(easy on the eyes)
  • Previous Orders(automatic)
  • Technical and Customer Support
  • Robust Job Aids and Videos for Onboarding
  • Quick Set Up Tool for importing data sets (onboarding)
View All Features Hide All Features

RDS Premium

Highlights

  • RDS is a highly automated software that reduces clicks and keystrokes by a 1:4 ratio compared to other systems.
  • RDS Premium is the industries leading platform because it drastically improves order turn-around time and order accuracy while handling high order volume.
  • RDS Premium provides the essentials plus advanced features and integrations that accelerate order efficiency to a new level.

Pricing

Starting at $899/mo

Key Features

  • Client Portal
  • Vendor Portal
  • Quick Add Order
  • CPQ/Quotes System
  • Text/SMS Communication Enabled
  • Configurable Results Form
  • Multiple New Order Intakes - API, Portal Plus, Website, RDS2RDS
  • Vendor Review /QC
  • Subcontractor Review/QC
  • Full Suite of Company Reports (20+)
  • Your Personal Report Builder tool
  • API Integration
  • Client/User ETA collaboration via Portal
  • Advanced ETA, Documentation, Client Delivery
  • Premium Onboarding Support and Training
  • RDS Essentials Features:
  • Dynamic Order Page
  • Real-time Dashboard & Order Progress Bar
  • Internal Reports and Analytics
  • Results - Title/Search Reports
  • Accounting Features
  • Mobile-Enabled (phone, tablets)
  • Company Resources Repository - Shareable Company Docs/References
  • Dynamic Order Search Query
  • Bookmarks
  • Document Storage and Sharing
  • Merge Documents Tool(Search Docs, Reports, Invoice all in One)
  • Order Assignment Notifications
  • Order Completion Notifications
  • Quick Books Export(Vendors and Clients)
  • Documents Associated by Order
  • Order History Detail
  • Order Communication and Documentation
  • Order Action History Record
  • Time Stamped User Actions
  • Client Management Tools
  • Vendor Management Tools
  • Google Maps API – Zip Code and County
  • Advanced Order Requirements Features
  • Built in Curative Process
  • Order Reference Number
  • Client Stats(Graphs)
  • Vendor Stats(Graphs)
  • Bulk ETA Actions(so much faster)
  • Smart Sidebar
  • Searcher Level
  • Quality Control/Typists Level
  • Management Level – Advanced Permissions
  • Dark Mode(easy on the eyes)
  • Previous Orders(automatic)
  • Technical and Customer Support
  • Robust Job Aids and Videos for Onboarding
  • Quick Set Up Tool for importing data sets (onboarding
View All Features Hide All Features

RDS Custom

Highlights

  • Best suited for larger companies needing more complex integrations and customized features.
  • RDS Customized is a version of the platform built for your company's specific needs in the title, abstract, and document retrieval space.
  • Our RDS development team wants to learn more about your company and the specific solutions you need. Please be sure to complete the company analytics questions on the next step.

Pricing

Customized systems start at $20,000

Key Features

  • Client Portal
  • Vendor Portal
  • Quick Add Order
  • CPQ/Quotes System
  • Text/SMS Communication Enabled
  • Configurable Results Form
  • Multiple New Order Intakes - API, Portal Plus, Website, RDS2RDS
  • Vendor Review /QC
  • Subcontractor Review/QC
  • Full Suite of Company Reports (20+)
  • Your Personal Report Builder tool
  • API Integration
  • Client/User ETA collaboration via Portal
  • Advanced ETA, Documentation, Client Delivery
  • Premium Onboarding Support and Training
  • RDS Essentials Features:
  • Dynamic Order Page
  • Real-time Dashboard & Order Progress Bar
  • Internal Reports and Analytics
  • Results - Title/Search Reports
  • Accounting Features
  • Mobile-Enabled (phone, tablets)
  • Company Resources Repository - Shareable Company Docs/References
  • Dynamic Order Search Query
  • Bookmarks
  • Document Storage and Sharing
  • Merge Documents Tool(Search Docs, Reports, Invoice all in One)
  • Order Assignment Notifications
  • Order Completion Notifications
  • Quick Books Export(Vendors and Clients)
  • Documents Associated by Order
  • Order History Detail
  • Order Communication and Documentation
  • Order Action History Record
  • Time Stamped User Actions
  • Client Management Tools
  • Vendor Management Tools
  • Google Maps API – Zip Code and County
  • Advanced Order Requirements Features
  • Built in Curative Process
  • Order Reference Number
  • Client Stats(Graphs)
  • Vendor Stats(Graphs)
  • Bulk ETA Actions(so much faster)
  • Smart Sidebar
  • Searcher Level
  • Quality Control/Typists Level
  • Management Level – Advanced Permissions
  • Dark Mode(easy on the eyes)
  • Previous Orders(automatic)
  • Technical and Customer Support
  • Robust Job Aids and Videos for Onboarding
  • Quick Set Up Tool for importing data sets (onboarding
View All Features Hide All Features
Have a promo code?
Apply
Cancel
Step 2

Please confirm your COMPANY details..

Please confirm your USER details..

Please confirm your analytics details..

e.g. mm/dd/yyyy, 2 weeks from today, etc.
Don't worry if you don't have a set answer. This just helps us ensure that we provide the resources needed to accomodate your work load.
Hold CTRL for selecting multiple states.
If it is too complicated, don't worry, we can discuss over the phone.
e.g. How API works, how do clients use portal, etc.
Step 3
Your card will not be charged until after your trial/demo period.
Card Number
Card Name
Expiry Date
Card Number

RDS Terms & Conditions

  • Terms and Conditions of Real Document Solutions LLC - EssentialV2 - Confidential

  • PARTIES
  • Real Document Solutions LLC, also referred to as RDS (Supplier)
  • Your Business, also referred to as Client (Client)
  • SECTION A: AGREEMENT AND KEY DETAILS AGREEMENT
  • The Supplier agrees to provide, and the Client agrees to buy, the RDS Software as a Service offering, and related services, on the terms of the Agreement.
  • The Agreement comprises:
  • KEY DETAILS
  • Item Detail
  • Start Date Today, once clicked accepted Terms and Conditions, to proceed with SaaS Contract
  • End Date 12 months from Today, unless Promotional offering extends this time; auto-renewed annually for a 12 month period.
  • SaaS Service The RDS SaaS provides an online, cloud-based office document and order management system. The standard RDS product includes a suite of User-based features and outputs, such as reports and invoice data.
  • User Details : Supplier reserves the right to limit Permitted Users at any time.  Client Users are limited to employees of the Client.  Client may request access for non-employee Users (ie 1099 Contractors) for normal commercial activities, and may only be granted credentialing at the written permission of the Supplier.
  • Related Services As of the Start Date:
  • -          Provides all Standard EssentialV1 Features as found at www.rdsteam.us
    -          Support Requests Feature
    -              Access to training and reference materials
    -              Ability to adjust User-level permissions
    -              Includes a single, one-time FTP data import using an RDS-approved format with the import data charge of $10/Gigabyte.
  • Fees and Payment Terms
  • SaaS Service, Fees Invoice, Payment date
  • ESSENTIALS
  • $65 for 0-100 Orders; $125 for 101 – 350 Orders; $225 for 351-600 Orders
  • Monthly billing based on the prior month, Invoiced the first week of the following month.
  • Invoices payment due net 30 by check or money transfer to RDS.
  • Credit card payment is charged the first week of the following month. Client to provide credit card information for credit card processing prior to the end of month of Start Date.
  • RDS reserves the right to move Client to Premium version if orders exceed 600 in one month
  • Client will be charged an additional fee for each order over 600 of the prior month, this will be included in the monthly billing.
  • Related Services
  • Additional Related Services may be requested by the Client during the term of the Agreement and additional Fees will apply to those services.
  • SECTION B: GENERAL TERMS
  • 1 INTERPRETATION
  • 1.1 Definitions: In the Agreement, the following terms have the stated meaning:
  • Term Meaning
  • RDS Software - the software owned by the Supplier (and its licensors) that is used to provide the SaaS Service and any integrations.
  • Agreement Section A (Agreement and Key Details) and Section B (General Terms).
  • Information the terms of the Agreement and any information that is not public knowledge and that is obtained from the other party during, or in connection with, the Agreement. The Supplier’s Confidential Information includes Intellectual Property owned by the Supplier (or its licensors), including the RDS Software. The Client’s Confidential Information includes the Data. Data- all data, content, and information (including Personal Information) owned, held, used or created by or on behalf of the Client that is stored using, or inputted into the Services.
  • End Date- the end date set out in the Key Details.
  • Fees- the fees set out in the Key Details, as updated from time to time, Force Majeure an event that is beyond the reasonable control of a party, excluding: an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care;or a lack of funds for any reason.
  • Intellectual Property
  • Rights include copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
  • Key Details- the Agreement specific details set out in Section A of the Agreement.
  • Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way. Payment Terms- the payment terms set out in the Key Details. Permitted Users- those personnel of the Client who are authorized to access and use the Services on the Client’s behalf.
  • Related Services- any related service described in the Key Details and any further services that the Supplier agrees to provide to the Client under the Agreement.
  • SaaS Service- the service having the core functionality described in the Key Details.
  • Services- the SaaS Service and any Related Service. Start Date- the start date set out in the Key Details.
  • Underlying Systems- the RDS Software, IT solutions, systems and networks (including software and hardware) used to provide the Services, including any third-party solutions, systems and networks.
  • Website- the internet site at the domain set out in the Key Details, or such other site notified to the Client by the Supplier. Year- a 12-month period starting on the Start Date or the anniversary of that date.
  • 1.2 Interpretation: In the Agreement:
  • a clause and other headings are for ease of reference only and do not affect the
  • interpretation of the Agreement;
  • b words in the singular include the plural and vice versa;
  • c a reference to:
  • i a party to the Agreement includes that party’s permitted assigns;
  • ii personnel include officers, employees,but a reference to the Client’s personnel does not include the Supplier;
  • iii a person includes an individual, a body corporate, an association of persons
  • (whether corporate or not), a trust, a government department, or any other entity;
  • iv including and similar words do not imply any limit; and
  • v a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or
  • other changes to any of them;
  • d no term of the Agreement is to be read against a party because the term was first
  • proposed or drafted by that party; and
  • e if there is any conflict between Section B and Section A of the Agreement, Section B
  • prevails unless expressly stated otherwise in Section A.
  • 2 SERVICES
  • 2.1 General: The Supplier must use reasonable efforts to provide the Services:
  • a in accordance with the Agreement and United States Law
  • b exercising reasonable care, skill and diligence; and
  • c using suitably skilled, experienced and qualified personnel.
  • 2.2 Non-exclusive: The Supplier’s provision of the Services to the Client is non-exclusive. Nothing in the Agreement prevents the Supplier from providing the Services to any other person.
  • 2.3 Availability:
  • a The Supplier will use reasonable efforts to ensure the SaaS Service is available. However,it is possible that on occasion the SaaS Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. The Supplier will use reasonable efforts to publish on the Website and/or notify your company by email advance details of any unavailability.
  • b Through the use of web services and APIs, the SaaS Service interoperates with a range of third-party service features. The Supplier does not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third-party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, the Supplier may cease to make available that feature to the Client. To avoid doubt, if the Supplier exercises its right to cease the availability of a third-party feature, the Client is not entitled to any refund, discount or other compensation.
  • 2.4 Additional Related Services:
  • a The Supplier may, from time to time, make available additional services to supplement
  • the SaaS Service. The Supplier may from time to time, provide updates, enhancements, and other changes as needed and as the Supplier desires. The Client acknowledges that with any update or enhancement released may contain bugs not caught in production which may temporarily degrade the use of the system.
  • b At the request of the Client and subject to the Client paying the applicable Fees, the
  • Supplier may agree to provide to the Client an additional Related Service on the terms of the Agreement.
  • 3 CLIENT OBLIGATIONS
  • 3.1 General use: The Client and its personnel must:
  • a use the Services in accordance with the Agreement solely for:
  • i the Client’s own internal business purposes, as a Title Vendor Manager, in use of
  • an order management system.
  • b not resell or make available the Services to any third party, or otherwise commercially
  • exploit the Services.  Client is limited to one company, and represents only one legal entity, and the SaaS service is permitted only to the Client company.
  • 3.2 Access conditions: When accessing the SaaS Service, the Client and its personnel must:
  • a not impersonate another person or misrepresent authorization to act on behalf of
  • others or the Supplier;
  • b correctly identify the sender of all electronic transmissions;
  • c not attempt to undermine the security or integrity of the Underlying Systems;
  • d not use, or misuse, the SaaS Service in any way which may impair the functionality of
  • the Underlying Systems or impair the ability of any other user to use the SaaS Service;
  • e not attempt to view, access or copy any material or data other than that which the Client is authorized to access; and
  • ii to the extent necessary for the Client and its personnel to use the SaaS Service
  • in accordance with this Agreement;
  • f neither use the SaaS Service in a manner, nor transmit, input or store any Data, that
  • breaches any third party rights (including Intellectual Property Rights and privacy rights)
  • or is Objectionable, incorrect or misleading; and
  • g comply with any terms of use on the Website, as updated from time to time by the Supplier.  Client cannot exploit the Supplier's Service or Intellectual Property by replicating, reproducing, or creating derivative competing, adjacent or add-on product or service to what the Supplier offers now and in the future.  Any creation by Client, thereof, is considered to be Intellectual Property of the Supplier and will be forfeited to the Supplier during the term of this Agreement and enforceable for seven years after termination of the Agreement.  Any malicious attempt to circumvent Client obligations may result in litigation and pursuit of damages to the fullest extent permitted by law.
  • 3.3 Personnel – Client Permitted Users:
  • a no individual other than a Permitted User may access or use the SaaS Service.
  • b The Client may authorize any member of its personnel to be a Permitted User but within the limits of the User allocation in Key Details, in which case the Client will provide the Supplier with the Permitted User’s name and other information that the Supplier reasonably requires in relation to the Permitted User.
  • c The Client must procure each Permitted User’s compliance with clauses 3.1 and 3.2 and any other reasonable condition notified by the Supplier to the Client. Client Users may not use the RDS platform for servicing orders outside of the Client company.
  • d A breach of any term of the Agreement by the Client’s personnel is deemed to be a
  • breach of the Agreement by the Client.
  • 3.4 Authorizations: The Client is responsible for procuring all licenses, authorizations, and consents required for it and its personnel to use the Services, including to use, store and input Data into, and process and distribute Data through the Services.
  • 4 DATA
  • 4.1 Supplier access to Data:
  • a The Client acknowledges that:
  • i the Supplier occasionally requires access to the Data to exercise its rights and perform its obligations under the Agreement; and
  • ii to the extent that this is necessary, the Supplier may authorize a member or
  • members of its personnel or contractors to access the Data for this purpose.
  • b The Client grants the Supplier permission and full consent to access and use Client Data, most typically for troubleshooting and support purposes.
  • c The Client agrees to share their profile in the RDS Abstractor Marketplace
  • 4.2 Analytical Data: The Client acknowledges and agrees that:
  • a the Supplier may:
  • i use Data and information about the Client and the Client’s end users’ use of the Services to generate anonymized and aggregated statistical and analytical data (Analytical Data); and
  • ii use Analytical Data for the Supplier’s internal research and product development purposes and to conduct statistical analysis and identify trends and insights; and
  • iii supply Analytical Data to third parties
  • b the Supplier’s rights under clause 4.2a above will survive termination of expiry of
  • the Agreement; and
  • c title to, and all Intellectual Property Rights in, Analytical Data is and remains the Supplier’s property.
  • 4.3 Agent:
  • a The Client acknowledges and agrees that to the extent Data contains Personal Information, in collecting, holding and processing that information through the Services, the Supplier is acting as an agent of the Client
  • b The Client must obtain all necessary consents from the relevant individual to enable the Supplier to collect, use, hold and process that information in accordance with the
  • Agreement.
  • 4.4 Backups of Data: The Supplier will take standard industry measures to back up all Data stored using the Services
  • 4.5 International storage of Data: The Client agrees that the Supplier may store Data (including any Personal Information) in secure servers in overseas territory/ies and may access that Data (including any Personal Information) in overseas territory/ies from time to time.
  • 4.6 Indemnity: The Client indemnifies the Supplier against any liability, claim, proceeding, cost,expense (including the actual legal fees charged by the Supplier’s lawyers) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.
  • 5 FEES
  • 5.1 Fees: The Client must pay the Supplier the Fees.
  • 5.2 Invoicing and payment:
  • a The Supplier will provide the Client with valid invoices on the dates set out in the Payment Terms, monthly in arrears for the Fees due in the previous month. Credit Card to be charged the first week of the following month, an invoice will not be provided.
  • b The Client must pay the Fees:
  • i on the dates set out in the Payment Terms; and
  • ii electronically in cleared funds or by check without any set off or deduction.
  • 5.3 Overdue amounts: The Supplier may charge interest on overdue amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by the Supplier’s primary trading bank as at the due date (or, if the Supplier’s primary trading bank ceases to quote that rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus a 2% per annum.
  • 5.4 Increases:
  • a The Supplier may increase the Fees at any time (but within the first Year). Fees updated under this clause are deemed to be the Fees listed in the Key Details.
  • b If the Client does not wish to pay the increased Fees, it may terminate the Agreement on no less than 30 days’ notice, provided the notice is received and acknowledged by the Supplier before the effective date of the Fee increase. If the Client does not terminate the Agreement in accordance with this clause, it is deemed to have accepted the increased Fees.
  • 6 INTELLECTUAL PROPERTY
  • 6.1 Ownership:
  • a Subject to clause 6.1b, title to, and all Intellectual Property Rights in the Services, the
  • Website, and all Underlying Systems is and remains the property of the Supplier (and
  • its licensors). The Client must not contest or dispute that ownership, or the validity of
  • those Intellectual Property Rights. Any API, build for integration, or connectivity technology with other systems, does not imply ownership by the Client of the Supplier’s intellectual property, to include said connectivity technology.  Supplier owns all intellectual property of connectivity technologies and is the sole owner of RDS Intellectual Property Rights. Furthermore, any communications of any type, verbally, written, or any other method shall not be construed as extending ownership to any connecting company, whether Client or other, of the Supplier’s intellectual property rights. The Supplier is the sole owner of the intellectual property rights of RDS, to include any current or future connectivity or integration technologies, such as APIs.
  • b Title to, and all Intellectual Property Rights in the Data (as between the parties) remains the property of the Client. The Client grants the Supplier a worldwide, non-exclusive, fully paid up, transferable, irrevocable license to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of its rights and performance of its obligations in accordance with the Agreement.
  • 6.2 Know-how: To the extent not owned by the Supplier, the Client grants the Supplier a royalty-free, transferable, irrevocable and perpetual license to use for the Supplier’s own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by the Supplier in the provision of the Services.
  • 6.3 Feedback: If the Client provides the Supplier with ideas, comments or suggestions relating to the Services or Underlying Systems (together feedback):
  • a all Intellectual Property Rights in that feedback, and anything created because of that
  • feedback (including new material, enhancements, modifications, APIs, or derivative works),are owned solely by the Supplier; and
  • b the Supplier may use or disclose the feedback for any purpose.
  • 6.4 Third party sites and material: The Client acknowledges that the SaaS Service may link to third party websites or feeds that are connected or relevant to the SaaS Service. Any link from the SaaS Service does not imply any Supplier endorsement, approval or recommendation of, or responsibility for those websites or feeds or their content or operators. To the maximum extent permitted by law, the Supplier excludes all responsibility or liability for those websites or feeds.
  • 6.5 Third party Intellectual Property Rights indemnity:
  • a The Supplier indemnifies the Client against any claim or proceeding brought against the Client to the extent that claim or proceeding alleges that the Client’s use of the SaaS Service in accordance with the Agreement constitutes an infringement of a third party’s Intellectual Property Rights (IP Claim). The indemnity is subject to the Client:
  • i promptly notifying the Supplier in writing of the IPClaim;
  • ii making no admission of liability and not otherwise prejudicing or settling the IP Claim, without the Supplier’s prior written consent; and
  • iii giving the Supplier complete authority and information required for the Supplier to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for the Supplier’s account.
  • b The indemnity in clause 6.5a does not apply to the extent that an IP Claim arises from or in connection with:
  • i the Client’s breach of the Agreement;
  • ii use of the SaaS Service in a manner or for a purpose not reasonably contemplated
  • by the Agreement or otherwise not authorized in writing by the Supplier; or
  • iii any third-party data or any Data.
  • c If at any time an IP Claim is made, or in the Supplier’s reasonable opinion is likely to
  • be made, then in defense or settlement of the IP Claim, the Supplier may (at the
  • Supplier’s option):
  • i obtain for the Client the right to continue using the items which are the subject of
  • the IP Claim; or
  • ii modify, re-perform or replace the items which are the subject of the IP Claim, so
  • they become non-infringing.
  • 7 CONFIDENTIALITY
  • 7.1 Security: Each party must, unless it has the prior written consent of the other party: a keep confidential at all times the Confidential Information of the other party;
  • b effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorized access or use; and
  • c disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, the provisions of clauses 7.1a and 7.1b.
  • 7.2 Permitted disclosure: The obligation of confidentiality in clause 7.1 does not apply to
  • any disclosure or use of Confidential Information:
  • a for the purpose of performing the Agreement or exercising a party’s rights under
  • the Agreement;
  • b required by law (including under the rules of any stock exchange);
  • c which is publicly available through no fault of the recipient of the Confidential
  • Information or its personnel;
  • d which was rightfully received by a party to the Agreement from a third party
  • without restriction and without breach of any obligation of confidentiality; or
  • e by the Supplier if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that the Supplier enters into a confidentiality agreement with the third party on terms no less restrictive than this clause7.
  • 8 WARRANTIES
  • 8.1 Mutual warranties: Each party warrants that it has full power and authority to enter into and perform its obligations under the Agreement which, when signed, will constitute binding obligations on the warranting party.
  • 8.2 No implied warranties: To the maximum extent permitted by law:
  • a the Supplier’s warranties are limited to those set out in the Agreement, and all other
  • conditions, guarantees or warranties whether expressed or implied by statute or otherwise; and
  • b the Supplier makes no representation concerning the quality of the Services and does
  • not promise that the Services will:
  • i meet the Client’s requirements or be suitable for a particular purpose such that, the use of the Services will fulfill or meet any statutory role or responsibility of the Client;
  • or
  • ii be secure, free of viruses or other harmful code, uninterrupted or error free.
  • 9 LIABILITY
  • 9.1 Maximum liability: The maximum aggregate liability of the Supplier under or in connection with the Agreement or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed $8,000. The cap in this clause
  • 9.1 includes the cap set out in clause 8.2a.
  • 9.2 Unrecoverable loss: Neither party is liable to the other under or in connection with the Agreement or the Services for any:
  • a loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill;
  • or b consequential, indirect, incidental or special damage or loss of any kind.
  • 9.3 Unlimited liability:
  • a Clauses 9.1 and 9.2 do not apply to limit the Supplier’s
  • liability:
  • i under the indemnity in clause 6.5a; or
  • ii under or in connection with the Agreement for:
  • ● personal injury or death;
  • ● fraud or willful misconduct; or
  • ● a breach of clause 7.
  • b Clause 9.2 does not apply to limit the Client’s
  • liability: i to pay the Fees;
  • ii under the indemnity in clause 4.6; or
  • iii for those matters stated in clause 9.3aii.
  • 9.4 No liability for others failure: Neither party will be responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the other party or its personnel.
  • 9.5 Mitigation: Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with the Agreement.
  • 10 TERM, TERMINATION AND SUSPENSION
  • 10.1 Duration: Unless terminated under this clause 10, the Agreement: a starts on the Start Date and ends on the End Date; but
  • b has End Date set in the Key Details, at which time will auto-renew for successive terms of 12 months from the End Date unless a party gives 30 days notice that the Agreement will terminate on the expiry of the then-current term.
  • 10.2 No fault termination: Either party may terminate the Agreement on at least 3 months’ prior notice to the other party.
  • 10.3 Other Termination rights:
  • a Either party may, by notice to the other party, immediately terminate the Agreement if
  • the other party:
  • i breaches any material provision of the Agreement and the breach is not:
  • ● remedied within 10 days of the receipt of a notice from the first party requiring
  • it to remedy the breach; or
  • ● capable of being remedied;
  • ii becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason; or
  • iii is unable to perform a material obligation under the Agreement for 30 days or
  • more due to Force Majeure.
  • b If the remedies in clause 6.5c are exhausted without remedying or settling the IP Claim, the Supplier may, by notice to the Client, immediately terminate the Agreement.
  • 10.4 Consequences of termination or expiry:
  • a Termination or expiry of the Agreement does not affect either party’s rights and obligations that accrued before that termination or expiry.
  • b On termination or expiry of the Agreement, the Client must pay all Fees for Services provided prior to that termination or expiry.
  • c At any time between two weeks before and one month after the date of termination or expiry, the Client may
  • request in writing:
  • i a copy of any Data stored using the SaaS Service, provided that the Client pays the Supplier’s reasonable costs of providing that copy. On receipt of the written request, the Supplier will provide a copy of the Data in a one-time download transmission link at a cost of $150/Gigabyte, $500 Transmission Fee, and a $300/hr Technology Support Rate to process, download and push the file. Supplier will confirm the Technology Support Rate, and adjust if necessary to the current Supplier development fee schedule.  Client must be current with invoices.  All outstanding Fees must be paid, and prepay transmission costs/fees prior to the one-time download transmission link. Any attachments resulting in additional transmission charges before,during or after transmission, these additional charges will be paid by the Client. The Supplier will set the date for the transmission link.
  • The Supplier does not warrant that the format of the Data will be compatible with any software; and/or ii deletion of the Data stored using the SaaS Service, in which case the Supplier must use reasonable efforts to promptly delete that Data.
  • 10.5 Obligations continuing: Clauses which, by their nature, are intended to survive termination or expiry of the Agreement, including clauses 4.6, 6, 7, 9, 10.4, 10.5 and 11, continue in force.
  • 10.6 Rights to restrict: Without limiting any other right or remedy available to the Supplier, the Supplier may restrict or suspend the Client’s access to the SaaS Service and/or delete, edit or remove the relevant Data if the Supplier considers that the Client (including any of its personnel)
  • has:
  • a undermined, or attempted to undermine the security or integrity of the SaaS Service or any Underlying Systems;
  • b used, or attempted to use, the SaaS Service:
  • i for improper purposes; or
  • ii in a manner, other than for normal operational purposes, that materially reduces the operational performance of the SaaS Service;
  • c transmitted, inputted or stored any Data that breaches or may breach the Agreement or any third party rights (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or d otherwise materially breached the Agreement.
  • 10.7 Process:
  • a The Supplier must notify the Client where it restricts or suspends the Client’s access, or deletes, edits or removes Data, under clause 10.6.
  • 11 DISPUTES
  • 11.1 Good faith negotiations: Before taking any court action, a party must use best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations.
  • 11.2 Obligations continue: Each party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a dispute.
  • 11.3 Right to seek relief: This clause 11 does not affect either party’s right to seek urgent interlocutory and/or injunctive relief.
  • 12 GENERAL
  • 12.1 Force Majeure: Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure, provided that the affected party:
  • a immediately notifies the other party and provides full information about the Force Majeure;
  • b uses best efforts to overcome the Force Majeure; and
  • c continues to perform its obligations to the extent practicable.
  • 12.2 Rights of third parties: No person other than the Supplier and the Client has any right to a benefit under, or to enforce, the Agreement.
  • 12.3 Waiver: To waive a right under the Agreement, that waiver must be in writing and signed by the waiving party.
  • 12.4 Independent contractor: Subject to clause 4.3, the Supplier is an independent contractor of the Client, and no other relationship (e.g. joint venture, agency, trust or partnership) exists
  • under the Agreement.
  • 12.5 Notices: A notice given by a party under the Agreement must be delivered to the other party via email using the email address set out in the Key Details or otherwise notified by the other party for this purpose. If the notice is a notice of termination, a copy of that email must be immediately delivered by US Postal Mail to the Chief Executive or equivalent officer of the other party at the other party’s last known physical address.
  • 12.6 Severability:
  • a If any provision of the Agreement is, or becomes, illegal, unenforceable or invalid, the relevant provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity.
  • b If modification under clause 12.6a is not possible, the provision must be treated for all purposes as severed from the Agreement without affecting the legality, enforceability or validity of the remaining provisions of the Agreement.
  • 12.7 Variation: Subject to clause 5.4, any variation to the Agreement must be in writing and signed by both parties.
  • 12.8 Entire agreement: The Agreement sets out everything agreed by the parties relating to the Services, and supersedes and cancels anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the subject matter of the Agreement that is not expressly set out in the Agreement, and no such representation, warranty or agreement has any effect from the Start Date.
  • 12.9 Subcontracting and assignment:
  • a The Client may not assign, novate, subcontract or transfer any right or obligation under the Agreement without the prior written consent of the Supplier, that consent not to be unreasonably withheld. The Client remains liable for its obligations under the Agreement despite any approved assignment, subcontracting or transfer. Any assignment, novation, subcontracting or transfer must be in writing.
  • b Any change of control of the Client is deemed to be an assignment for which the
  • Supplier’s prior written consent is required under clause 12.9a.
  • 12.10 Law: The Agreement is governed by, and must be interpreted in accordance with, the laws of the United States, State of Missouri, St. Louis County. Each party submits to the non-exclusive jurisdiction of these Courts in relation to any dispute connected with the Agreement.
    Last revision 2.21.2023