Service Agreement

Dated Effective January 1, 2006

I.                    Preamble and Acceptance

Customer (“You” or “Your”) makes this Agreement with Us (hereinafter defined) when You accept the terms and conditions in this Agreement by requesting, using or paying for the services (the “Service” or the “Services”) covered by this Agreement and offered by one of the following entities: Robert-Jaymes C. Vincent d/b/a Robiechek Document Services or RJ Vincent, Notary Public, or Robbie Vincent or other authorized agent by separate written agreement (the applicable entity being referred to as “We,” “Our,” or “Us”). This Agreement sets forth Your and Our legal rights concerning payments, credits, limitations of liability, and other important topics associated with the Services We provide to You that are not covered under tariff. For those Services covered under tariff, the tariff prevails. Upon removal of a tariff, You will continue to receive Services under the same rates previously set forth in the tariff unless notified per the terms of this Agreement. Those previously tariffed rates will thereafter be set forth in a Standard Fee (“Fee”). If You do not know Your rates under tariff or if You would like a copy of Your Standard Fee, You may contact Us either in writing or via telephone at the address or telephone number on Your bill and We will provide You with the information You request.

II.                  Description of the Services

You agree to subscribe to and use, and We agree to provide, the Services previously provided under tariff or the Services described in the Standard Fee that accompanies this Agreement. The Fee Schedule is part of this Agreement. Additional information relating to the Services and the Fee Schedule can be found at www.robiechek.com/fee. Together, the tariff, the Fee Schedule, and the posted Terms  of Service (TOS) for Notary Services constitute the "Service Description". Service availability may be limited by law and the availability of resources. Service is offered subject to restrictions imposed upon Us by any authority having jurisdiction over Our provision of the Services. Any additional Services that You purchase from Us after acceptance of this Agreement shall also be covered by this Agreement.

III.                Payment, Billing, Credit and Deposits

We or Our billing services provider will bill You, and You will pay Us, the charges for the Services (the “Charges”) described (a) in the Service Description which may be amended by Us from time-to-time or (b) in the tariff, if applicable. The Charges are a part of this Agreement. The Charges will be billed monthly and You agree to pay them by the due date shown on the bill. The Charges do not include applicable taxes, surcharges, other amounts due under law, and other charges We may assess (e.g., late fees, cancelation fees, extra travel charges over 29 miles from our office address, fax back charges) which You agree to pay to Us in addition to the Charges. You are responsible for all Charges incurred for all services rendered authorized by any person, even if such Charges are incurred by fraud or without Your knowledge. You are responsible for controlling access to, and the use of Your telecommunications equipment, facilities, and e-mail. All charges due from You are payable to Us in immediately available U.S. dollars. We reserve the right to assess the maximum amount allowed by law, or less, as determined by Us, whenever a check or draft presented for payment of service is not accepted by the institution upon which it is written. If the Charges for the Services are billed we may assess a late payment charge of 5.0% per month, or the maximum amount allowed by law, whichever is lower to any overdue charges. The late payment charge will begin to accrue no sooner than the 35^th day after the billing date or as allowed by law. In the event that We incur fees or expenses, including attorney’s fees for collecting or attempting to collect any charges owed to Us, including check return fees, We, or Our billing services provider, may charge You, and You will pay, all such fees and expenses reasonably incurred. Any objections to billed Charges must be reported to Us within 30 days after receipt of the bill. Any claims for refund of overpayment must be made within 90 days of the date of the alleged overpayment. You may be required to establish credit and provide a security deposit or to provide an advance payment instead of, or in addition to, a security deposit. A limit on Charges may also be applied. A deposit shall not exceed the estimated charges for two months’ Services.

 

 

IV.                Limited Warranty for Services and Remedy for failures in services

We warrant that the Services will function substantially in accordance with the Service Description. IF THE SERVICES FAIL TO FUNCTION IN THIS MANNER AND THE FAILURE IS NOT DUE TO: (A) THE FAULT OF YOU, YOUR EMPLOYEES, OR YOUR AGENTS OR (B) A CONTINGENCY IDENTIFIED IN PARAGRAPH 6 OF THIS AGREEMENT, THEN WE, AT OUR EXPENSE, WILL REPAIR THE SERVICES SO THAT THEY FUNCTION SUBSTANTIALLY IN ACCORDANCE WITH THE SERVICE DESCRIPTIONS. THIS LIMITED WARRANTY IS EXCLUSIVE AND INSTEAD OF ALL OTHER WARRANTIES FOR FAILURES IN THE SERVICES, WHETHER EXPRESS, IMPLIED, WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. A Pro-Rated Credit Allowance May Be Requested By You For Service Outages Of More Than 24 Hours For The Non-Usage Portion (Excluding Fees and Surcharges) Of Your Bill In Those Circumstances Where A Service Outage Is Due To Our Failure To Meet The Conditions Of This Agreement To Provide Service.

 

V.                  Consequential Damges and Liability Limitation

WE WILL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, PROFITS, INFORMATION, OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER SUCH DAMAGES ARE BASED UPON BREACH OF CONTRACT,TORT, INCLUDING OUR NEGLIGENCE, OR OTHERWISE, EVEN IF WE HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL NOT BE LIABLE FOR, AND CUSTOMER INDEMNIFIES AND HOLDS US HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DEMANDS, SUITS OR OTHER ACTIONS, OR ANY LIABILITY WHATSOEVER, WHETHER SUFFERED, MADE, INSTITUTED OR ASSERTED BY CUSTOMER OR BY ANY OTHER PARTY, FOR ANY LOSS OF CUSTOMER OR OTHER, OR FOR LIBEL, SLANDER, INVASION OF PRIVACY, OR INFRINGEMENT OF COPYRIGHTS OR PATENTS, OR FOR ANY OTHER CAUSES, CAUSED OR CLAIMED TO HAVE BEEN CAUSED DIRECTLY OR INDIRECTLY BY THE OPERATION, FAILURE TO OPERATE, MAINTENANCE, OR USE OF THE SERVICES. NO AGENTS OR EMPLOYEES OF OTHERS SHALL BE DEEMED TO BE OUR AGENTS OR EMPLOYEES. OUR LIABILITY TO YOU FOR DAMAGES DUE TO FAILURES IN SERVICES ARISING FROM OUR NEGLIGENCE OR BREACH OF THIS AGREEMENT OR FAILURE TO INSTALL THE SERVICES IN A TIMELY MANNER SHALL IN NO EVENT EXCEED THE CHARGES SPECIFIED IN THIS AGREEMENT FOR SERVICE INTERRUPTIONS.

 

VI.                Contingencies

We will not be liable for delays, damages, or failures in performance due to the Services that We provide to You or to causes beyond Our reasonable control, including, but not limited to, acts of a governmental body, civil commotion, acts of God, acts of third parties, fires, floods, strikes or other labor disputes, or inability to obtain necessary equipment or services.

 

VII.              Term, Termination and Survival

This Agreement, unless terminated in accordance with this Agreement, shall remain in effect for the period in which We provide Services to You. Where not prohibited by applicable law, We reserve the right to discontinue Service, limit Service, or to impose requirements without prior notice to You: (1) if required to meet changing regulatory or statutory rules and standards; (2) when such rules and standards have an adverse material affect on the business or economic feasibility of providing Service, as determined by Us; (3) if We detect fraudulent use of Our Services; (4) if We are ordered or requested to by a governmental entity; and (5) if Your equipment may adversely affect Our service to others. We may terminate this Agreement in whole or in part if We give You fifteen (15) days’ advance written notice that You have not performed a material term of this Agreement and You do not correct the failure within the fifteen (15) day period. If this right of termination is not permitted by applicable law, We may terminate this Agreement in part as may be permitted by applicable law. You may terminate this Agreement in whole or in part at any time by giving Us written or oral notice. If You terminate the Agreement or the Services, You will pay all Charges due to Us under the Agreement through the date of termination.

 

VIII.            Compliance with Law and Choice of Law

You and We will comply with all applicable laws, rules, regulations, ordinances, orders, and decrees in performing this Agreement. You may be subject to refusal, suspension or cancellation of Service, without prior notice, in order to permit Us to comply with any order or request of any governmental authority having jurisdiction. This Agreement will be construed in accordance with, governed by, and subject to the domestic laws of the State of California. In case of conflicts in these laws, rules, regulations, ordinances, orders, and decrees and the terms of this Agreement, the laws, rules, regulations, ordinances, orders and decrees will take precedence.

 

IX.                 Assignment and Successors

Without Your consent, We may assign all or part of this Agreement including Our rights to receive monies under this Agreement. You shall not assign, subcontract, sublet, or transfer this Agreement, in whole or in part, without Our written consent. Any assignment, subletting, transfer, or subcontracting in violation of this paragraph shall be void. Subject to the preceding paragraph, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties.

 

X.                   Changes in Services, Charges and Terms and Conditions

All Services We provide are subject to Our business policies, practices, and procedures, which can change without notice. We will notify You of any material change in this Agreement, in Your Services, or of an increase in Charges prior to the billing period in which the changes would go into effect. Notification of the change in Charges may be in the form of a bill insert or by a message within Your invoice; by postcard or letter; by Our calling and speaking to You or leaving a message for You; by postings on Our Internet web site at www.robiechek.com; or by e-mail, with Your consent. Payment of Charges by You or continued use of Services after You receive notice will constitute agreement by You to the changes.

 

XI.                 Severability

If any of the terms or conditions in this Agreement is held to be invalid or unenforceable by a government body of competent jurisdiction, the holding shall not affect any other term or condition of this Agreement, and the Agreement shall be construed as if it did not contain the invalid or unenforceable term or condition.

 

XII.               Entire Agreement

This Agreement supersedes all prior representations, understandings, or agreements on the subject matter of this Agreement. This Agreement may not be modified or waived except as described in this Agreement. With respect to all matters arising under this Agreement, this Agreement is a contract between You and solely the entity that provides the Service to You.