Standard Terms and Conditions of Service

Please read the following Terms of Service carefully.

Acknowledgment

By executing this new client information/agreement form ("Agreement"), or using the services of Vital Signing, Inc. ("VSI"), Client acknowledges that it has read the following Terms of Service and the Client accepts and agrees to be bound by the Terms of Service, which are incorporated into this Agreement by this reference.

Client's Responsibilities

To avoid incurring fees needlessly, VSI recommends that Client allocate the appropriate time and consideration to the preparation of the documents and that Client inform the borrowers thoroughly regarding the signing services provided by VSI and regardless of whether or not the loan closes. Client is responsible for all shipping costs. If VSI is to pick up documents for a signing, Client must call VSI to confirm the pick up after the documents are ready, otherwise Client will be charged a waiting fee. Cancellation fees will be charged unless Client gives VSI notice of cancellation within a reasonable amount of time prior to the signing appointment. Once VSI's Signing Agent has begun the signing process, for example by commencing to travel to pick up the documents, the full amount of the original signing fee will be charged even if Client cancels. If e-mailed or faxed documents have already been printed prior to cancellation, corresponding fees will be charged.

Risk of Loss

Excerpt as herein provided, Client solely assumes all risks of loss arising from the transaction which is the subject of the services provided by VSI. If VSI, or any of its agents or contractors, causes a situation, regarding the services provided by VSI (i.e. signing or document handling), which requires VSI's agents or contractors to return to the borrowers to make changes, such return and changes will accommodated at no extra charge. However, if BSI, or its agents or contractors, either did not cause such situation or caused the situation due to forces beyond VSI's, or its agents' or contractor's, control(which situations include for example, without limitation, documents missing from the original batch or changes requested by the borrowers, corrections made to the original documents, rescheduling due to the borrowers' not being home at the agreed upon date and time, or having to travel to additional destinations for additional borrowers), Client is responsible for the additional costs incurred by VSI including assessment of additional trips as a new signing event each.

Indemnification

To the fullest extent permitted by law, Client shall indemnify and hold harmless VSI against all claims, damages (including, but not limited to, the loss of use of property), and expenses (including, but not limited to, attorneys' fees) arising out of or resulting from the performance of VSI's services, including without limitation claims by any customer (i.e. borrower) of Client, caused in whole or in part by any negligent or willful act or omission of Client.

Fees

Fees are generally as stated in VSI's literature, however, each signing is evaluated on an individual basis and the actual cost to the Client may vary due to special circumstances. Extra fees may apply, for example and without limitation, for e-mailed or faxed documents, and extra set of documents, borrower's copies, bilingual notaries, or special pick up and/or drop off.

Payment

Terms of payment are net fifteen (15) days after signing after the "signing" event date. If payment in full is not received within forty-five (45) days of signing, late fees of 10 percent (10%) per month from the date of signing will be applied to the open balance and collection costs.

Non-Solicitation of Signing Agents

Client agrees that, during the term of this Agreement and for six (6) months immediately following the termination of this Agreement, Client and its agents shall not, except with the express written consent of VSI, directly or indirectly, solicit any Signing Agent for the purpose of retaining, engaging or hiring such Signing Agent to perform any services provided by VSI to Client.

Assignment

VSI reserves the right to assign its rights or subcontract its obligations under this Agreement at any time without prior consent from Client.

Attorney's Costs

In the event of arbitration or litigation, all fees including but not limited to attorney fees and court costs as well as all incurred expenses, will be paid by the prevailing party.

Governing Law and Jurisdiction

All questions with respect to the construction and performance of this Agreement and the rights and liabilities of the Parties shall be determined in accordance with the laws of the State of California regardless of which state's law would control under the applicable choice of law rules. The parties submit to the jurisdiction of the federal or state court of Riverside County, California, in respect of any matter or thing arising out of this Agreement or pursuant thereto to the exclusion of any other court.

Severability

If any provision, paragraph, or subparagraph of this Agreement is adjudged by any court or other body of competent jurisdiction to be void or unenforceable, in whole or in part, then such adjudication shall not be deemed to affect the validity of the remainder of the remainder of the Agreement, including any other provision, paragraph, or subparagraph. Each provision, paragraph, or subparagraph of this Agreement is declared to be separable from every other provision, paragraph, or subparagraph and constitutes a separate and distinct covenant.

Modification and Waiver

No change, modification, or waiver of any term or condition of this Agreement shall be valid or binding on VSI unless such change, modification, or waiver is in writing and signed by VSI. The waiver by VSI of a breach by Client of any provision of this Agreement shall not operate, or be construed, as a waiver of any subsequent breach.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, written or oral.

Counterparts

This Agreement may be executed in two or more counterparts, including facsimile transmissions, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.