User Agreement

Introduction

Welcome to RunTitle. RunTitle is an online market that allows Buyers and Sellers to purchase and sell licenses to use mineral ownership information. The term “Buyer” as used herein refers to any individual or entity that purchases a license to review a document listed in the RunTitle database. The term “Seller” as used herein, refers to any individual or entity who chooses to list for sale a license to a report in the RunTitle database. Buyer and Seller may individually and/or collectively be referred to as “You” or “Your” in these Terms of Use (the “Terms of Use” or “Agreement”). By using RunTitle (including RunTitle.com and its related Sites, services and tools), Seller and Buyer agree to the following terms with RunTitle, Inc. and the general principles for use of the websites of our subsidiaries and affiliates.

These Terms of Use apply to the RunTitle web site located at www.RunTitle.com, and all associated sites linked to www.RunTitle.com owned by RunTitle or its licensors (collectively the “Site” or “Sites”). The Site is the property of RunTitle, Inc. (“RunTitle”) and its licensors. You may not use the Site if You are a direct competitor or are employed by or under contract with a direct competitor. BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE.

RunTitle reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is Your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that You accept and agree to the changes.

Content of the Site

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to RunTitle.

Except as expressly provided in these Terms of Use, no part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, web site, or other medium for publication or distribution or for any commercial enterprise, without RunTitle’s express prior written consent.

The Site may contain links to third party websites that are not owned or controlled by RunTitle. You expressly relieve RunTitle from any and all liability arising from Your use of any third party website. Accordingly, we encourage You to be aware when You leave the Site and to read the terms and conditions and privacy policy of each other website that You visit.

Content provided by Seller and Buyer

When You give us content, by listing a report through the Site or otherwise, You grant RunTitle a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights (but no other rights) You have in the content, in any media known now or in the future. You also agree that compensation for your content, including any reports or other data, may be provided as a result of a successful acquisition of a sublicensee of RunTitle or other transactions that RunTitle may enter into with third parties for the use of your content. You agree that the above license includes the right for RunTitle to include information from Your reports in RunTitle’s databases for future use by RunTitle and its sublicensees, even if You remove the associated listing. You also represent to us that the above rights are Yours, free and clear, to grant.

For the convenience of Sellers, we may, in our sole discretion, offer stock images, descriptions and product specifications that are provided by third parties (including RunTitle users (“Users”)). You may use this content solely in connection with Your RunTitle listings during the time Your listings are on RunTitle's Sites.

While we try to offer reliable data, we cannot promise that this descriptive data will always be accurate or up-to-date, and as such You agree that neither RunTitle content providers nor RunTitle are responsible in any manner for inaccuracies in descriptive data.

Seller commits to include basic data about their reports in their listings and will be fully responsible for their listing(s) and for ensuring that a listing is accurate, does not include misleading or what may reasonably be construed to be misleading information, and shall comply with this User Agreement and all RunTitle policies.

Buyer agrees that RunTitle is not responsible in any manner for verifying that Seller has a valid right to offer the reports in their listings for license or sale.

Any comments, suggestions, or feedback provided to RunTitle and relating to RunTitle or the Site (collectively, “Feedback”) is owned by RunTitle. We will not be required to treat any Feedback as confidential, and will not be liable for any ideas (including product or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future services or operations. Without limitation, we will have exclusive ownership of all present and future existing rights to Feedback. We will be entitled to use Feedback for any commercial or other purpose whatsoever, without compensation to You or any other person sending Feedback.

Scope

Before You may become a User of RunTitle, You must read and accept all of the terms in, and linked to, this Agreement and the RunTitle Privacy Policy. We strongly recommend that, as You read this User Agreement and RunTitle Privacy Policy in their entirety, and that You also access and read the linked information. By accepting this User Agreement, You agree that this User Agreement and Privacy Policy will apply whenever You use RunTitle Sites or services.

Using RunTitle

You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. RunTitle reserves the right to bar any such activity.

You may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any RunTitle server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means.

You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look-up, trace or seek to trace any information on any other User of or visitor to the Site, or any other customer of RunTitle, including any RunTitle account not owned by You, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including personal identification or information, other than Your own information, as provided for by the Site.

You agree that You will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or RunTitle’s systems or networks, or any systems or networks connected to the Site or to RunTitle.

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal You send to RunTitle or RunTitle staff on or through the Site or any service offered on or through the Site. You may not pretend that You are, or that You represent, someone else, or impersonate any other individual or entity.

You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of RunTitle or others.

While using RunTitle Sites, services and tools, You shall not:

You agree to be bound by any affirmation, assent, or agreement You transmit through the Site, including any consent You give to receive communications from RunTitle solely through electronic transmission. You agree that when You click on an “I agree,” “I consent,” or other similarly worded “button” or entry field with Your mouse, keystroke, or other computer or mobile device, Your agreement or consent will be legally binding and enforceable and the legal equivalent of Your handwritten signature. If You have any questions about these Terms of Use, please contact us by email at support@runtitle.com.

Accounts, Passwords, and Security

Certain features or services offered on or through the Site may require You to open an account (including setting up a RunTitle ID and password). You are entirely responsible for maintaining the confidentiality of the information You hold for Your account, including Your password, and for any and all activity that occurs under Your account as a result of Your failing to keep this information secure and confidential. You agree to notify RunTitle immediately of any unauthorized use of Your account or password, or any other breach of security. You may be held liable for losses incurred by RunTitle or any other User of or visitor to the Site due to someone else using Your RunTitle ID, password or account as a result of Your failing to keep Your account information secure and confidential.

You may not use anyone else’s RunTitle ID, password or account at any time without the express permission and consent, in writing, of the holder of that RunTitle ID, password or account. RunTitle cannot and will not be liable for any loss or damage arising from Your failure to comply with these obligations.

Abusing RunTitle

RunTitle and our Users work together to keep our Sites and services working properly and our Users safe. Please report problems, offensive content, and policy violations to us.

RunTitle and its Sites are very skeptical of new reports and work to ensure that listed items do not infringe upon the copyright, trademark or other intellectual property rights of third parties. If You believe that Your intellectual property rights have been violated, please notify us at support@runtitle.com and we will investigate.

Without limiting other remedies, we may limit, suspend or terminate our service and User accounts, prohibit access to our Sites and their content, services and tools, delay or remove hosted content, and take technical and legal steps to keep Users off the Sites if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies (for example, and without limitation, policies related to feedback manipulation, circumventing temporary or permanent suspensions or Users who we believe are harassing our employees or other Users, etc.). Additionally, we may, in appropriate circumstances and at our discretion, suspend or terminate accounts of Users who may be repeat infringers of intellectual property rights of third parties. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue RunTitle Sites, services or tools.

Buyer Protection

Buyers and Sellers share the responsibility for making sure purchases facilitated by RunTitle are rewarding and hassle-free.

Buyers who are dissatisfied with their purchase are required to contact us via email (support@runtitle.com ) within 30 days of their purchase to begin the process of a potential reimbursement. IN ORDER TO QUALIFY FOR REIMBURSEMENT THE BUYER MUST CONTACT US WITHIN 30 DAYS OF PURCHASE. The Buyer must also demonstrate the area in which the document they purchased is deficient by providing RunTitle, in writing, the legal title opinion of a licensed title attorney. In addition, the Buyer cannot have used the information on the document for any type of mineral lease or purchase. If the Buyer has used the information on the document for attaining, or attempting in any way to attain, a mineral lease or deed then the Buyer will forfeit any claim for reimbursement.

Both Buyers and Sellers permit us to make a final decision, in our sole discretion, on any claim that a Buyer files with RunTitle. If we resolve a dispute in the Buyer's favor, we will refund the Buyer for the full cost of the item (including any applicable sales taxes), and we will require the Seller to reimburse us for the amount due to the Buyer. All cash is kept on hand for 30 to 60 days to allow for this process. Without limiting the foregoing, Sellers may not have to pay a reimbursement for a RunTitle claim if they provide the documentation (for example, proof that the item was as described or the written legal opinion of a licensed title attorney) that definitively shows that the title report posted was accurate as of the date stated on the document. In this condition, if the original report posted is proven accurate, the Seller will be due compensation for any additional work done. This compensation will be at a rate set by the Seller and paid by the Buyer. In addition:

Changing a reimbursement method will not affect RunTitle's use of a payment method on file for other purposes. If Sellers do not provide RunTitle with a valid reimbursement method, we may collect amounts owed using other collection mechanisms, including retaining collection agencies or initiating legal proceedings. We may also, in our sole discretion, suspend or restrict Sellers from trading on our Sites until payment is made.

Correcting Mistakes in Payments to Buyers or Sellers

We reserve the right to fix any processing errors we discover. We will correct any processing errors by debiting or crediting the payment method used for the refund or reimbursement.

Holds

To protect against the risk of liability, RunTitle has at times requested, and may continue to hold Seller funds based on certain factors, including selling history, Seller performance, or the filing of a RunTitle Buyer Protection claim.

Fees and Services

Joining RunTitle and searching for reports is free. We do charge fees related to transactions on RunTitle.com, both to the Buyer and Seller of reports. Typically, but not always, these fees are used to cover various expenses associated with operating RunTitle.com, and include credit card fees, overhead, sales costs, etc. We reserve the right to change our fee schedule at any time. We may choose to change fees permanently or temporarily (as in the case of promotional events).

Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with our Sites and services in a timely manner with a valid payment method. If Your payment method fails or Your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, retaining collection agencies and legal counsel.)

Disclaimers

RUNTITLE DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. RUNTITLE CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. RUNTITLE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. RUNTITLE DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY RUNTITLE SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST RUNTITLE FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

RunTitle reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Limitation of Liability

RunTitle shall not be responsible for the accuracy of, or any actions taken as a result of reports or content purchased on RunTitle.com. You acknowledge that we are not a traditional retailer or wholesaler. Instead, our Sites are venues to allow anyone to sell and buy licenses to mineral ownership reports and other mineral ownership data, at anytime, from anywhere, in a variety of pricing formats and locations. While we may help facilitate the resolution of disputes through various programs, we have no control over and do not guarantee the quality, safety or legality of items advertised, the truth or accuracy of Users’ reports, content or listings, the ability of Sellers to sell items, the ability of Buyers to pay for items, or that a Buyer or Seller will actually complete a transaction or return an item.

We do not transfer legal ownership of items from the Seller to the Buyer.

Further, we cannot guarantee continuous or secure access to our Sites, services or tools, and operation of our Sites, services or tools may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill or reputation, or any special, indirect or consequential damages arising, directly or indirectly, out of Your use of or Your inability to use our Sites, services and tools.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to You.

Regardless of the previous paragraphs, if we are found to be liable by a court of competent jurisdiction or other authority, as such are provided for in the Legal Disputes section in these Terms of Use, our liability to You or to any third party is limited to the greater of (a) any amounts due, up to the full cost of the item (including any applicable sales tax); (b) the total fees (under RunTitle Fees and Services) You paid to us in the 3 months prior to the action giving rise to the liability, or (c) $100.

Release

If You have a dispute with one or more Users of the Site, You hereby release RunTitle, its officers, directors, agents, subsidiaries, joint ventures and employees from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

Listing Conditions

By listing an item on RunTitle’s Sites, You declare that You are the owner of the intellectual property in the information being listed and You have no obligation to keep the information confidential. By listing an item on RunTitle’s Sites, You also accept the following listing conditions: When You list an item on RunTitle’s Sites, Your listing will be posted on RunTitle’s Sites and can be viewed on RunTitle.com. Your listing may not be immediately searchable by keyword or category for several weeks, so RunTitle can’t guarantee exact listing durations. Where Your listing appears in search and browse results may be based on certain factors including area covered in report, date updated, date completed, keywords, price, feedback, detailed Seller ratings, etc.

In the event You, the Seller, should determine your listing(s) require removal from the website so as to be no longer available for purchase, RunTitle will facilitate removal of said listings within three weeks of receipt of a written request for removal.

Privacy

We do not sell or rent Your personal information to third parties without Your explicit consent. We use Your information only as described in the RunTitle Privacy Policy. We view protection of users' privacy as a very important community principle. We store and process Your information on computers located in the United States that are protected by physical as well as technological security devices. You can access and modify the information You provide us and choose not to receive certain communications by signing-in to Your account or contacting support@runtitle.com. For a complete description of how we use and protect Your personal information, see the RunTitle Privacy Policy. If You object to Your information being transferred or used in this way please do not use our services.

Indemnity

You hereby agree to defend, indemnify and hold RunTitle, its officers, directors, agents, subsidiaries, joint ventures and employees harmless from and against any and all costs, expenses, damages, whether direct or indirect, claims, demands, injury or loss (including reasonable attorneys' fees), to which RunTitle, its officers, directors, agents, subsidiaries, joint ventures, and employees, may be subject to or that may be made by any third party due to or arising out of Your breach of any term of this Agreement, Your violation of any law or the rights of a third party, or any act of omission by You in connection with Your use of the Site.

No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Notices

Except as explicitly stated otherwise, legal notices shall be served on RunTitle's national registered agent (in the case of RunTitle) or to the email address You provide to RunTitle during the registration process (in Your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give You legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

Violation of These Terms of Use

RunTitle may disclose any information we have about You (including Your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding Your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) RunTitle’s rights or property, or the rights or property of visitors to or Users of the Site, including RunTitle’s customers. RunTitle reserves the right at all times to disclose any information that RunTitle deems necessary to comply with any applicable law, regulation, legal process or governmental request. RunTitle also may disclose Your information when RunTitle determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that RunTitle may preserve any transmittal or communication by You with RunTitle through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or RunTitle determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of RunTitle, its employees, Users of or visitors to the Site, and the public.

You agree that RunTitle may, in its sole discretion and without prior notice, terminate Your access to the Site and/or block Your future access to the Site if we determine that You have violated these Terms of Use or other agreements or guidelines which may be associated with Your use of the Site. You also agree that any violation by You of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to RunTitle, for which monetary damages would be inadequate, and You consent to RunTitle obtaining any injunctive or equitable relief that RunTitle deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies RunTitle may have at law or in equity.

You agree that RunTitle may, in its sole discretion and without prior notice, terminate Your access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by You (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems.

If RunTitle does take any legal action against You as a result of Your violation of these Terms of Use, RunTitle will be entitled to recover from You, and You agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to RunTitle. You agree that RunTitle will not be liable to You or to any third party for termination of Your access to the Site as a result of any violation of these Terms of Use.

Legal Disputes

If a dispute arises between You and RunTitle, our goal is to provide You with a neutral and cost effective means of resolving the dispute quickly. Accordingly, You and RunTitle agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and You otherwise agree in writing. Before resorting to these alternatives, we strongly encourage You to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

General

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. In our sole discretion, we may assign this Agreement in accordance with the Notices Section. Headings are for reference purposes only and do not limit the scope or extent of such section. The term “including” means “including without limitation.” Our failure to act with respect to a breach by You or others doesn't waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement. Any course of conduct between RunTitle and You or any other party shall not be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.

We may amend this Agreement at any time by posting the amended terms on this Site. Except as stated elsewhere, all amended terms shall automatically be effective 30 days after they are initially posted. This Agreement may not be otherwise amended except in a writing hand signed by You and us. For purposes of this provision, a “writing” doesn't include an email message and a signature doesn't include an electronic signature.

This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof, and any and all other written or oral agreements or understandings previously existing between You and RunTitle with respect to the subject matter hereof are hereby superseded and cancelled. The following Sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Content, Liability, Indemnity and Legal Disputes.