Terms of Service

1. Licensed Access: The County hereby grants to the Licensee a License for the use of one assigned user ID’s from the Westchester County Clerk’s system that would permit Licensee to connect computer terminal(s) for remote web access to the County Clerk’s land records and legal files. Licensee accepts the land records and legal file information on an “as is” basis and the County provides no warranty as to the accuracy of the information. To the extent permitted by law, the County disclaims all liability for the information contained in the files and records.

2. License Fee: As compensation for the remote access granted under this License, the Licensee shall pay to the County a flat fee of $20 for one (1) day or $1,200 for three hundred and sixty-five (365) days. Payment shall be made in advance via online credit card purchase. The County reserves the right to withhold service for non-payment.

3. Confidentiality: The Licensee agrees that, except in accordance with proper judicial order or as otherwise provided by law, the Licensee and any person employed, or otherwise engaged, by such Licensee who by virtue of such employment or engagement is given access to the County Clerk’s Office land and legal records pursuant to this License, shall not divulge or make known in any manner any confidential information, such as social security numbers, contained in such records.

4. Conduct of Operations: The Licensee assumes all risk of operation and shall provide, at its sole cost and expense, all equipment and hardware, as determined by the County, necessary to gain access to the County Clerk’s records. The County shall not be responsible as a bailee or otherwise for any equipment or hardware, or other personal property of the Licensee, or its employees, used to gain remote access. The Licensee hereby waives any claim for loss or damages sustained to any personal property, including, without limitation, theft or other casualty.

The Licensee further agrees:

(a) that except for the amount, if any, of damage contributed to, caused by or resulting from the sole negligence of the County, the Licensee shall indemnify and hold harmless the County, its officers, employees and agents from and against any and all liability, damage, claims, demands, costs, judgments, fees, attorneys’ fees, or loss arising directly or indirectly out of the acts or omissions hereunder by the Licensee and third parties under the direction or control of the Licensee;

(b) to provide defense for and defend, at its sole expense, any and all claims, demands or causes of action directly or indirectly arising out of this Agreement and to bear all other costs and expenses related thereto; and

(c) that in the event the Licensee does not provide the above defense and indemnification to the County, and such refusal or denial to provide the above defense and indemnification is found to be in breach of this provision, then the Licensee shall reimburse the County’s reasonable attorney’s fees incurred in connection with the defense of any action, and in connection with enforcing this provision of the License.

5. Term and Termination: The term of this License shall commence upon execution, and shall expire twenty-four hours from commencement for daily licenses and three hundred and sixty-five days from commencement for annual licenses, unless sooner terminated as provided herein. In the event that the Licensee shall default in the performance of any term, condition, or covenant herein contained, the County at its option and in addition to any other remedy it might have to seek damages, judicial enforcement, or any other lawful remedy, may terminate annual Licenses upon ten (10) days written notice to the Licensee; provided however, that the Licensee may defeat such termination by curing the default within the notice period.

In addition, annual Licenses may be terminated by the County upon thirty (30) days written notice to the Licensee when, in its sole discretion, the County deems it in its best interest to do so. In the event of such termination, other than for cause, the Licensee shall receive a pro-rated refund of the License fee prepaid, if any, hereunder. Licensee shall have the right to terminate an annual License upon thirty (30) days written notice to the County when, in its sole discretion, Licensee deems it in its best interest to do so.

6. No Lease: It is expressly understood and agreed that no equipment or space is leased to the Licensee. No exclusive rights for remote access (other than the licensed user IDs granted herein) are granted by this License.

7. Assignment: It is understood and agreed that this License and the privileges granted hereunder are exclusively personal in nature and the Licensee may not assign, convey, sell, transfer (including, but not limited to an attempt to transfer this License pursuant to a sale or transfer of all or part of this Licensee’s assets), or otherwise dispose of this License. Any attempted or purported assignment, subletting, or transfer of this License or any rights granted hereunder without the express written consent of the County is void.

8. Entire Agreement: These Terms of Service constitute the entire agreement between the parties hereto with respect to the subject matter hereof.