e-Recording Submitter Service License Agreement
This Submitter Service License Agreement ("SSLA") dated this 9th day of December, 2019 is a legal
Agreement between ______________ with its principal offices located at
____________________________ (SUBMITTER") and e-Docs Solutions, LLC,
a Florida Limited Liability Company with a principle place of business located at 3191 Coral Way, Suite 624, Miami, Florida 33145 USA ("EDOCS") for the e-Docs Recording® electronic document submission ("SOFTWARE
PRODUCT") and associated documentation ("DOCUMENTATION").
1.    GRANT OF RIGHTS
a.    License and Documentation.    Subject to the terms and conditions of this SSLA and compliance therewith by
SUBMITTER, during the term of this SSLA, EDOCS grants SUBMITTER and its affiliates a non-exclusive, nontransferable, license (i) to permit its user(s) that havebeen authenticated and authorized by the SUBMITTER
("Authorized User") to use or access the SOFTWARE PRODUCT solely in executable form, and (ii) to permit its
Authorized User(s) to use or access the DOCUMENTATION.
b.    Upgrades and Enhancements.    The license provided hereunder shall include upgrades and enhancements to the
SOFTWARE PRODUCT to the extent offered by EDOCS. Nothing in this Section orthis SSLA shall be interpreted to
require E-DOCS to develop and release any upgrades or enhancements to the SOFTWARE PRODUCT.
c.    Restrictions on Use or Access.    The foregoing rights to use or access various components of the SOFTWARE
PRODUCT shall be subject to the following restrictions:
(i)    SUBMITTER and its affiliates shall only use or access the SOFTWARE PRODUCT for its own internal purposes. SUBMITTER shall not use or access, or allow others to use or access, the SOFTWARE PRODUCT under any
name other than that of SUBMITTER, or to perform services other than as specifically permitted under this SSLA.
SUBMITTER shall only use or access the SOFTWARE PRODUCTin support of municipal purposes relating to the
preparation and submission of real property documents.
(ii)    SUBMITTER and its affiliates shall not rent, lease, assign, pledge, disclose, sell, sublicense, download,
distribute or otherwise transfer for any purpose any component of the SOFTWARE PRODUCT.
(iii)    SUBMITTER and its affiliates shall not attempt to disassemble, de-compile, reverse engineer, derive or
otherwise reproduce any part of the source code of the SOFTWARE PRODUCT.
(iv)    SUBMITTER and its affiliates shall not modify, alter, translate or create derivative works based upon the
2.    OWNERSHIP OF SOFTWARE PRODUCT AND IMPROVEMENTS
SUBMITTER agrees that title and all ownership rights tothe SOFTWARE PRODUCT, improvements, enhancements and
upgrades, and any and all copyrights, marks, trade secret, patent rights, or other intellectual property therein, shall reside
in EDOCS or Third Party Providers, as the case may be. SUBMITTER further acknowledges that the SOFTWARE
PRODUCT is protected by copyright, trademark, trade secret, patent right and other intellectual property laws and by
EDOCS and Third Party Providers, as applicable, may use, access, reproduce and retainall data (i) for auditing and other
purposes that pertains to any recording processed through the SOFTWARE PRODUCT, (ii) generated in connection with
the SOFTWARE PRODUCT that pertains to the functionality or performance of the SOFTWARE PRODUCT or resides
on the LICENSOR NETWORK or computer systems operated for the benefit of EDOCS, and/or (iii) necessary or useful
in performing its obligations under this SSLA, providingreports to SUBMITTER or responding to SUBMITTER
requests. EDOCS may use such data for its internal purposes and may disclose such data to third parties upon
SUBMITTER'S prior written approval.
4.    INSTALLATION, SUPPORT, AND MAINTENANCE
a.    Generally. EDOCS shall provide the services set forth in this Section. Except as otherwise set forth in this SSLA,
EDOCS is not obligated to provide consulting or any other services related to the SOFTWARE PRODUCT.
b.    Services. EDOCS shall provide ACH-based ePay services as described in Paragraphs 10-g and 10-h below.
c.    Training, Implementation, Customization and Integration Services. Subject tothe terms and conditions set forth in
this SSLA, EDOCS will provide online training support of the SOFTWARE PRODUCT to the SUBMITTER.
SUBMITTER may request and EDOCS may provide additional training, customization, and integration services on terms
and conditions as the parties may mutually agree.
d.    Use of any Other Services. SUBMITTER acknowledges and agrees that EDOCS will in no way be responsible for
any losses that may result from SUBMITTER'S use of any Other Services, other systems, hardware or software, despite
the fact that the same may interface with the SOFTWARE PRODUCT or that EDOCS may have provided integration
services with respect to the same.
e.    Support Services. Subject to the terms and conditions set forth in this SSLA and in accordance with E-DOCS'
customary support services, EDOCS will provide customer support via telephone and/or e-mail for questions regarding
the functionality of the SOFTWARE PRODUCT, and helping SUBMITTER identify, verify and resolve incidents
occurring on or with respect to the Licensed Material. SUBMITTER may request and EDOCS may provide additional
customer support services on terms and conditions as the parties may mutually agree.
All Proprietary Information disclosed by one party to the other in the course of performing under this SSLA or to which
the other gains access in connection with this SSLA shall be deemed to be the property of the disclosing party, or the
appropriate Third-Party Provider, as the case may be. The receiving party agrees to (i) receive such Proprietary
Information in confidence, (ii) use reasonable efforts to maintain the confidentiality of suchProprietary Information and
not disclose such Proprietary Information to third parties, (iii) and use or permit the use of such Proprietary Information
solely in accordance with the terms of this SSLA.
6.    LIMITED WARRANTY
(i).    EDOCS warrants that the SOFTWARE PRODUCT shall perform substantially in accordance with the
DOCUMENTATION during the term of this Agreement. Inthe event any SOFTWARE PRODUCT does not so perform
during such period, SUBMITTER shall promptly document such nonperformance to EDOCS in writing. Subject to the
foregoing, EDOCS will (at itsoption) repair or replace such SOFTWARE PRODUCT or provide SUBMITTER a full
refund of any and all License Fees actually paid by SUBMITTER pursuant to this SSLA.
(ii).    EDOCS has complied and will comply, in connection with its obligations under this SSLA, with all
applicable laws, rules, regulations and determinations of government agencies.
b.    SUBMITTER attests to the accuracy and completeness of the electronic records and acknowledges responsibility
for the content and legal sufficiency of the documents submitted to all Counties and Recording Jurisdictions through the
SOFTWARE PRODUCT (Electronic Recording System). Should a dispute or legal action arise concerning any aspect of
an electronic transaction, the County and EDOCS will be heldharmless and not liable for any damages or legal fees.
c.    Without limiting the generality of this Section, EDOCS and Third Party Providers specifically do not warrant that
(i) the SOFTWARE PRODUCT or any components thereof will performwithout interruption or error, or that all Incidents
will be corrected, (ii) the SOFTWARE PRODUCT (including the data and other information contained therein) will meet
SUBMITTER'S requirements, (iii) the SOFTWARE PRODUCT will operate in the configuration which SUBMITTER
may select for use or with the Other Services, (iv) data or other information generated by or contained in the SOFTWARE
PRODUCT will be accurate or complete. Additionally, EDOCS does not make any representation or warranty of any
kind whatsoever with respect to the Other Services, and neither EDOCS nor Third Party Providers shall be responsible for
the accurate or complete transmission of data or other materials other than on or through the LICENSOR NETWORK.
7.    LIMITATION OF LIABILITY
a.    IN NO EVENT SHALL EITHER PARTY, OR ANY THIRD PARTY PROVIDER, OR THEIR RESPECTIVE
AFFILIATES, PARTNERS, OFFICERS, EMPLOYEES, DIRECTORS, AGENTS, CONTRACTORS,
REPRESENTATIVES, SUCCESSORS OR ASSIGNS, AS SUCH, BE LIABLE TO THE OTHER PARTY OR
ANYONE CLAIMING UNDER OR THROUGH THE OTHER PARTY FOR ANY PUNITIVE, EXEMPLARY,
INCIDENTAL INDIRECT CONSEQUENTIAL OR SPECIAL DAMAGES UNDER OR IN CONNECTION WITH
THIS SSLA, THE SOFTWARE PRODUCT OR ANY OTHER SERVICES, SERVICES OR INFORMATION,
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, INTEREST, REVENUE, DATA OR
USE, OR INTERRUPTION OF BUSINESS, INCURRED BY THE OTHER PARTY, WHETHER BASED UPON
CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, DUTY TO WARN AND STRICT
LIABILITY), WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, EVEN IF SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NONWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
b.    EDOCS AND SUBMITTER EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS AND
EXCLUSIONS CONTAINED HEREIN (I) REPRESENT THE PARTIES' SSLA AS TO THE ALLOCATION OF RISK
BETWEEN THE PARTIES (INCLUDING, WITHOUT LIMITATION, THE POSSIBILITY THAT A REMEDY MAY
FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS) AND THAT THE AMOUNTS
PAYABLE TO EDOCS PURSUANT TO THIS SSLA REFLECT SUCH ALLOCATION OF RISK, WITHOUT WHICH
EDOCS WOULD NOT HAVE BEEN WILLING TO ENTER INTO THIS SSLA, AND (II) FORM AN ESSENTIAL
BASIS FOR THE BARGAIN BETWEEN THE PARTIES.
a.    EDOCS shall have no obligation to the extent thatany claim of infringement is based upon SUBMITTER'S (1)
use of the SOFTWARE PRODUCT or the DOCUMENTATION in combination with other software,
DOCUMENTATION, hardware or data, if use without such software, DOCUMENTATION, hardware or data would not
be infringing, (2) use of the SOFTWARE PRODUCT or the DOCUMENTATION in any process not contemplated under
this Agreement which is infringing.
b.    THE PROVISIONS SET FORTH IN THIS SECTION SHALL BE SUBMITTER'S SOLE AND EXCLUSIVE
REMEDIES AND EDOCS' SOLE LIABILITIES AND OBLIGATIONS FOR ANY CLAIMS BROUGHT AGAINST
SUBMITTER BASED UPON INTELLECTUAL PROPERTY INFRINGEMENT, WHETHER UPON THE THEORY
OF WARRANTY, INFRINGEMENT, INDEMNITY OR OTHERWISE.
9.    TERM AND TERMINATION
a.    Term. The initial term of this SSLA shall be twenty-four (24) months from initial execution. Thereafter, this
SSLA shall be renewed for successive one (1) year terms upon mutual agreement of the parties. Either party may provide
written notice of termination not less than sixty (60) days prior to the end of the then-current term.
b.    Termination for Cause. Either party may terminate this SSLA upon thirty (30) days' prior written notice
describing a material breach by the other party of any term or condition of this SSLA, which breach has not been cured by
the breaching party during such thirty (30) days notice period.This SSLA will automatically terminate if either party
becomes insolvent or enters into bankruptcy, suspension of payments, moratorium, reorganization, or any other
proceedings that relates to insolvency or protection of creditor's rights. Either party may immediately terminate this
Agreement upon written notice to the other party if the other party breaches its confidentiality obligations hereunder.
10.    GENERAL PROVISIONS
a.    Assignment. SUBMITTER may not assign or transferthis SSLA along with any rights and/or obligations.
b.    Notices. Unless otherwise specified in this SSLA, all notices, requests, demands, and other communications
(other than routine operational or billing communications) required or permitted hereunder shall be in writing.
c.    Governing Law; Severability. This SSLA shall be governed by and construed solely and exclusively in
accordance with the laws of the State of Florida, without reference to or application of its conflicts of law principles. In
the event that any provision of this SSLA conflicts with the law under which this SSLAis to be construed or if any such
provision is held invalid, void or unenforceable by a court with jurisdiction over the parties to this SSLA, such provision
shall be deemed to be restated to reflect as nearly as possible the original intention of the parties in accordance with
applicable law, and the remainder of this SSLAshall remain in full force and effect.
d.    Force Majeure. Neither party shall beresponsible for delays or failure of performance (other than the payment of
money) resulting from acts beyond the reasonable control of such party. Such acts shall include, but not be limited to,
acts of God, riots, acts of war, epidemics, failure of Third Party Providers to perform, governmental regulations, power
failures, shortages, brownouts or blackouts, earthquakes, or other disasters.
e.    Amendments. This SSLA may be amended solely by a writing expressly purporting to create an amendment or
supplement to this SSLA and executed by a duly authorizedrepresentative of each party to be bound thereby.
f.    ePay System. SUBMITTER will utilize EDOCS' ePay system for the purpose of paying fees owed to a county
associated with documents recorded by EDOCS on behalf ofSUBMITTER and any other fees as described in SSLA.
Using funds placed in an Escrow Account by SUBMITTER, EDOCS will pay the counties directly for fees associated
with documents recorded by EDOCS on behalf of SUBMITTER. EDOCS will recover recording fees at the end of each
day for documents that have been successfully recorded.
g.    Escrow Account. In conjunction with the ePay system, SUBMITTER will maintain funds in an Escrow Account
for the purpose of paying fees owed tocounties and EDOCS. EDOCS' ePay system performs daily accounting of all
funds paid out of the Escrow Account. SUBMITTER controls the amount of funds in the Escrow Account and the
frequency of replenishment, and must maintain sufficient funds to pay county fees and fees owed to EDOCS as incurred.