NOTICE:    The following Master Web Subscriber and User Agreement must be agreed to by each User at the time the User first enters the Ernst Publishing Co., LLC system. Please read the Ernst Publishing Co., LLC Agreement and Disclaimer below.  It includes disclaimers of liability and other matters of importance to users.

Subscriber— The account named on our records under which your firm has registered is the Account Subscriber. The term Subscriber throughout includes both the Account Subscriber and each of its Users. Each individual User under the account is required to accept this Agreement and agrees to abide by all of its terms individually and as an agent of Subscriber. Both the Subscriber and User are bound by the terms of this Agreement. The Subscriber and User are each responsible for any liability arising out of the misuse of the Product or any other violation of this Agreement

Publisher— The Publisher is Ernst Publishing Co., LLC, and includes its affiliate companies, The UCC Guide Inc., The Real Estate Guide Inc., and Legal Publications, LLC.

Product— The Product, as available on the Publisher’s web site, includes information extracted from its publications or applications developed for online use, including one or more of the following: The Uniform Commercial Code Filing Guide for UCC filing offices in the United States, UCC Resource Center, and UCC Revised Article 9 Alert; The Real Estate Recording Guide for real estate recording offices in the United States; The County Locator for counties associated with ZIP Codes and place names; National Release Guide--Online Release Forms; Title Insurance Estimator, Mortgage and Deed Fee/Tax Calculators.

License— This is a term-limited Use License, not a sale. Legal title to the Product shall remain with the Publisher as its sole property. Use of this Product constitutes acceptance by the Account Subscriber and its employees and agents, or others granted use of the Product under separate agreement with the Account Subscriber, of the terms of this license. Publisher grants Subscriber a non-transferable, non-exclusive, limited license to use the Product subject to the conditions of this Agreement. This License shall apply to any form of access to the Product including but not limited to paid-in-full subscription, gratis subscription, or temporary trial. Publisher reserves the right to limit access or terminate Subscriber’s License at any time.

Restrictions on Use of System— This license is for the use of the Product by the numbers of individual users as negotiated and agreed upon in writing by Publisher and Subscriber. Unless otherwise agreed upon in writing by Publisher and Subscriber, this license governs each individual User’s access to the Product. Each User shall be assigned a separate identification and password, unless another agreement with the account Subscriber allows otherwise. Account Subscriber shall provide Publisher a list of each User as identified by the individual’s name, username, and password. Each individual User shall have access to the Product as set forth in this Agreement between Publisher and Subscriber. Publisher licenses product to Account Subscriber for internal use only. Product may not be reproduced, resold, or included in any other product for sale to or use by third parties, including but not limited to publications and software programs; except that internal-use-only paper copies may be printed from the web site, and then only by paid-in-full Account Subscriber in support of services provided by the Account Subscriber to its customers.

Compilation Restriction— In order to assure that Subscriber does not use the Recording Guide Service for the purpose of compiling its own database or another database, Subscriber shall not extract the records in the Product via a serial downloading method, unless Publisher and Subscriber agree in a separate written license to a particular authorized use that would otherwise conflict with this Compilation Restriction.

Confidentiality— Subscriber covenants and agrees not to duplicate or disclose the Product, and to protect it in the same fashion Subscriber would protect its own proprietary or confidential company or personal information.

Delivery— The web site is updated by Publisher from time to time, but no less than quarterly, in order to keep information current.

Term— The paid-in-full subscription period for the Product is one year from the date of the initial invoice, and may be renewed annually at the option of the Account Subscriber. Temporary or trial-basis subscriptions may be limited to any length of time or depth of access at the Publisher’s discretion.

Termination, Cancellation, Non-renewal— In the event that Account Subscriber terminates or cancels the subscription, or Account Subscriber elects not to renew the subscription upon its renewal anniversary, or Account Subscriber allows a subscription term to lapse because of a failure to pay a renewal invoice before the lapse date of a subscription term, Publisher will delete all Subscriber’s access to the Product on the Publisher’s web site. As this is a use license, Subscriber may no longer use the Product if a paid subscription is no longer in effect.

Pricing— An annual fee is calculated based on such factors as the number of users and locations of the Account Subscriber, and a per-hit fee, plus applicable sales tax. Fees charged to the Account Subscriber are subject to annual increases at the option of the Publisher and will be reflected in renewal invoices.

Related Agreements— To the extent that this Master Web Subscriber and User Agreement may appear to modify or conflict with a provision in a Master Agreement or Non-Disclosure Agreement between Ernst Publishing Co., LLC and an Account Subscriber, the parties thereto agree on behalf of themselves and any Users they provide access to under such agreement that the provisions of that contract modify or supersede this Master Web Subscriber and User Agreement.

Other terms and conditions— There shall be no waiver or modification of this license unless in writing and signed by both parties. This Agreement shall be construed under the laws of New York State. Subscriber accepts Product as is, without any warranty of any kind. This Agreement shall remain in force as to confidentiality and limitations of use as long as the Subscriber is using the Product, even if the subscription is canceled or in default.

Publisher reserves the right to amend this Web User Agreement at any time. Publisher will notify Subscriber of such changes as required by law. If applicable law does not require notice of changes, Publisher will decide whether and how to provide notice of changes to you. Account Subscriber may choose to accept or decline changes by continuing or discontinuing use of the Product. If Account Subscriber continues to use the Product after amendment or modification of this Agreement, that will constitute acceptance of the amendments and modifications and agreement to be bound by the amended and modified agreement.

Warning and Disclaimer— SUBSCRIBER ACKNOWLEDGES THAT THIS MATERIAL REPRESENTS A PROPRIETARY SECRET OF PUBLISHER, COMPILED AT SUBSTANTIAL EXPENSE, AND IS BEING DISCLOSED TO SUBSCRIBER TO BE HELD CONFIDENTIAL EXCEPT AS UTILIZED IN CONFORMITY WITH THIS AGREEMENT. Subscriber shall not utilize Product in any way to affect its own compilation of data similar to that contained in the Product.

The Subscriber agrees to indemnify and hold harmless Publisher from any and all claims, losses and damages that arise, in whole or in part, from any use of Product or evaluation viewing or from violation of this limited license.

Textual materials available as part of Product are designed to provide accurate and authoritative information in regard to the subject matter covered. Such materials are licensed with the understanding that the Publisher is not engaged in rendering legal, accounting, or other professional service. If legal or accounting advice or other expert assistance is required, the services of a competent professional should be sought.

Product is provided for viewing "as is." NO WARRANTY OF ANY KIND IS GIVEN WITH RESPECT TO ACCESS, AND NEITHER ERNST PUBLISHING CO., LLC NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR ANY DAMAGES OR LIABILITY WHATSOEVER ALLEGED TO ARISE OUT OF USE OF PRODUCT OR EVALUATION VIEWING. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE CONCERNING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE

General Disclaimer

Neither Publisher nor its affiliates makes any warranties, express or implied, concerning the accuracy or completeness of the information contained in Product(s) licensed to Subscriber.

SUBSCRIBER ACCEPTS PRODUCT(S) ON AN "AS IS" BASIS, AND ALL WARRANTIES OF ANY TYPE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THOSE CONCERNING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY DISCLAIMED.

PUBLISHER SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL (INCLUDING DAMAGES RESULTING FROM LOST BUSINESS OPPORTUNITY OR LOST PROFITS), ARISING FROM THE USE OR RELIANCE ON ANY INFORMATION PROVIDED BY PUBLISHER. IN NO EVENT SHALL THE LIABILITY OF PUBLISHER OR ANY OF ITS AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID OR PAYABLE TO PUBLISHER UNDER THIS AGREEMENT.

Some states do not allow certain limitations on implied warranties and/or limitations on damages. In such states, the exclusions or limitations set forth above may not apply to Subscriber. You are advised to consult applicable state laws for a full determination of your rights.

Rev. 2/13/07