UCC Lien Terms

NOTICE OF UCC TERMS AND CONDITIONS

Capitol Services, Inc. or Capitol Corporate Services, Inc. (hereafter collectively “CSI”) provides services subject to the provisions contained in this Notice of UCC Lien Terms and Conditions (“Notice”).

Search Periods

Records are searched for the following periods of time, with thru dates provided on the search reports: (i) Bankruptcy (Debtor only)– 10 years (cases filed/initiated); (ii) Civil Litigation– 10 years (cases filed/initiated); (iii) Federal & State Liens– 10 years; and (iv) Judgment Liens– 10 years. With respect to federal litigation searches, the thru date is the date that the search is performed, and searches may not include cases filed prior to that date that were not yet included in the searchable index. With respect to UCC searches, requests for information and communication of requested information are governed by §9-523(c)(1) of the Uniform Commercial Code. Accordingly, information from a filing office relative to a search request on a debtor name is not limited to a specific time period but rather includes all financing statements that have not lapsed as of a date and time or thru date specified by the filing office. Financing statements that have not lapsed may have been filed within five (5) years of the thru date or as early as the initial effective date of the UCC in that jurisdiction. Some searches also include financing statements that have lapsed. Financing statements with an effective period of longer than five (5) years may not be included in the search report. CSI does not limit search results to filings by file date beginning with a specific start date, because a start date is not a search parameter available or meaningful under the provisions governing the practice of searching and reporting under the UCC.

Searches

(a) Reports provided by CSI contain information obtained in response to the specific search requested by the customer. If the customer does not specify the type of search to be conducted, CSI makes that determination in its sole judgment and shall not be liable for such decision. Except as otherwise specifically provided herein, CSI performs a search (or cause a search to be performed) for only those names, for the specific type of filing, in only those jurisdictions, governmental offices, and agencies, and in the index databases set forth on the applicable request. The customer is solely responsible for determining: (i) the name to be searched; (ii) the correct spelling of that name; (iii) whether the name represents an individual or an entity; (iv) the component parts of the name if the search relates to an individual; (v) the state of organization and the principal place of business if the search relates to an entity; (vi) the types of filings for which the search is requested; and (vii) the offices in which the search shall be conducted. CSI may, in its sole discretion, search for (or cause a search to be performed for) one or more portions of a name; however, it undertakes no obligation to do so. If CSI does search (or cause a search to be performed) for one or more portions of a name, there can be no assurance that it will accurately determine the precise portion or portions of the name that will uncover all filings that have been made with respect to the subject of the request.

(b) The search report provided to the customer does not include: (i) types of filings not indicated in the search report; (ii) filings not indexed by the filing office under the name provided; (iii) information filed in state or local jurisdictions other than those expressly indicated in the search report; (iv) unless specifically indicated on the search report, state and federal liens or judgment liens; (v) state and federal liens that do not reflect a state, county, town, or governmental agency as the lienholder; or (vi) fixtures other than UCC fixtures. The search report may, but does not necessarily include, information with respect to filings recorded under variations of the name. Search reports generally include information only about filings indexed and maintained by the recording office under a party name that exactly matches the party name provided by the client.

(c) Litigation search reports may not include all civil cases. Some civil matters, including, but not limited to, small claims, probate, and family litigation may be excluded.

(d) While CSI may discuss the search with the customer and make suggestions regarding the search, these suggestions are not and should not be construed as legal advice. In addition, CSI does not in any way represent or warrant that its employees have any obligation to provide advice or that the advice given by any of its employees will result in locating all relevant documents.

(e) The customer acknowledges its understanding that the searches may actually be performed by state and local agencies, private companies, or by CSI employees through a direct or third-party database, and CSI has no way to detect errors made by governmental personnel, private companies that subcontract with CSI, or providers of online public record research databases.

(f) The customer acknowledges its understanding that: (i) there is no assurance that any search conducted by or at the direction of CSI will uncover all items filed; (ii) some searches may be performed by third parties whose performance is not supervised by CSI and whose services may be provided subject to provisions such as disclaimers and/or limitations of liability that may be binding on CSI and the customer; (iii) some states have only limited searches available; and (iv) it is solely the customer’s responsibility to determine and comply with applicable state law.

Filings

CSI is not responsible for ensuring that a certain file date is received or determining: (i) the correct jurisdiction in which to submit a filing; (ii) the correct name of the debtor; (iii) if the filing has been completed correctly; or (iv) whether the form has been indexed properly by the filing office. Some jurisdictions may require manual electronic filing (“manual e-filing”). Manual e-filing constitutes filing UCC records by user data entry within a jurisdiction’s web portal. Such procedure requires CSI to manually input the UCC record’s data in order to submit the UCC record to the jurisdiction for filing. CSI is not responsible for data entry or transmission errors. The customer should review all acknowledgements for accuracy.

Fees

The customer assumes liability for all charges incurred as a result of any and all services performed by CSI on the customer’s behalf or at the customer’s request. The customer remains responsible for all charges despite requests for CSI to bill a third party or have a third party submit payment directly to CSI. The customer understands that a proposal is CSI’s estimate of charges at the time the services are requested and is not to be considered a final record of charges due for services performed by CSI. To the extent that charges may differ between the proposal and invoice, the customer is responsible for all charges included on CSI’s invoice. All charges are due and payable upon receipt of CSI’s invoice.

Disclaimer of Representations and Warranties

CSI makes no representation, warranty, or guarantee as to the accuracy or completeness of any report provided by CSI or as to the effectiveness of any filing. Further, CSI makes no representation, warranty, or guaranty as to any identification of the disposition of a case included within a report provided by CSI. These filing and case records are public information compiled, maintained, and indexed by state and local agencies and other fallible sources, and CSI does not independently verify the accuracy of searches or the effectiveness of filings; rather CSI’s involvement is limited to searching certain databases and requesting government agencies and private companies to file and retrieve information. CSI HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS DESCRIBED IN TEXAS BUSINESS AND COMMERCE CODE SECTIONS 2.314 AND 2.315, WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS NOTICE TO THE SAME EXTENT AS IF THE SERVICES CONSTITUTED GOODS THEREUNDER, AND THE CUSTOMER EXPRESSLY DISCLAIMS THAT IT HAS CONTRACTED FOR OR RECEIVED ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES. THE SEARCH RESULTS PROVIDED UNDER THIS REQUEST ARE PROVIDED AS IS, AND THERE ARE NO WARRANTIES WITH RESPECT THERETO.

Limitation of Liability

This Limitation of Liability sets forth the full extent of CSI’s liability hereunder for any claim against CSI and sets forth the customer’s sole remedy. The customer acknowledges that the fees for services provided hereunder reflect the allocation of risk as set forth in this Limitation of Liability. CSI shall not under any circumstances be responsible or liable to the customer or any third party for any claims of indirect, special, incidental, or consequential damages, such as, but not limited to, lost profits, injury to goodwill, or other economic loss arising out of or relating directly or indirectly to performance of the services or for punitive damages or specific performance. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, THE MAXIMUM LIABILITY OF CSI (IRRESPECTIVE OF WHETHER CSI MAY HAVE BEEN OR MAY BE ALLEGED TO HAVE BEEN NEGLIGENT OR OTHERWISE LEGALLY AT FAULT AND IRRESPECTIVE OF INSURANCE COVERAGE MAINTAINED BY EITHER PARTY) SHALL IN NO EVENT EXCEED THE PAYMENT, IF ANY, RECEIVED BY CSI FOR THE SPECIFIC SERVICES WHICH ARE THE SUBJECT OF THE CLAIM OR DISPUTE. 

Miscellaneous

This Notice may be amended by CSI in its sole discretion. This Notice shall be binding upon and inure to the benefit of CSI and the customer, their successors, legal representatives, and permitted assigns. This Notice supersedes all prior agreements, and is the only agreement between CSI and the customer, either oral or in writing, relating to the provision of the services. If any provision of this Notice or its application is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of any of the other provisions and applications therein shall not in any way be affected or impaired. This Notice shall be governed by, construed under, and interpreted in accordance with the laws of the State of Texas, excluding choice of law or conflicts of law principles that direct the application of the laws of a different state. The customer agrees to submit to the exclusive jurisdiction of the courts located in the State of Texas for resolution of all disputes arising from or related to this Notice.

 

October 2018