NORTHWEST LIEN SERVICE LLC TERMS and CONDITIONS FOR USE OF SERVICES
The services and/or subscriptions offered by Northwest Lien Service, LLC (“NWLS”) to its Customers are subject to and conditioned upon the following terms and conditions. Customer’s subscription with or request(s) for services from NWLS, including requests through NWLS’ website, shall constitute an express acceptance of these terms and conditions.
“Customer” shall include any individual or Company who requests services of NWLS, including, without limitation, subscriptions and requests through NWLS’ website. If Customer is a corporation, LLC, partnership or other business entity or company (“Company”), the individual who requests services of NWLS on behalf of the Company represents and warrants that the Company has the power to request such services, and the request has been duly authorized by the Company.
All references to NWLS herein shall include, without limitation, Northwest Lien Service, LLC, its owners, members, employees, representatives, partners, affiliates, subsidiaries, insurers, assigns, and/or agents.
NWLS will use its best efforts to provide the Customer with current and accurate information. Neither NWLS nor its third-party resources, references or distributors warrants the accuracy of such information, nor shall anyone of them be liable for any use or reliance upon such information. NWLS does not warrant the sufficiency, accuracy, or adequacy of any document recorded on behalf of its Customer. Customer understands and acknowledges that NWLS is relying upon the information provided by Customer to be true and correct, and Customer warrants and represents that such information is true and correct and that the claim of lien requested by Customer is not frivolous and is made with reasonable cause, and is not clearly excessive under penalty of perjury, and that NWLS may attest to the same on behalf of Customer to the same extent as if Customer were making such attestation on any document prepared or recorded by NWLS. Customer also understands and acknowledges that NWLS cannot, and does not, provide legal advice, and that by requesting services from NWLS, Customer is not relying upon any legal advice from NWLS.
Customer agrees that all information, whether written or oral, furnished by NWLS, its agents or representatives, shall be held in strict confidence and used exclusively for the benefit of the Customer.
Customer hereby designates NWLS as its agent and grants NWLS power of attorney for the sole purpose of performing the services requested by Customer. Customer releases and, to the fullest extent permitted by law, shall indemnify, defend and hold NWLS harmless from and against any and all claims, damages and/or loss (including costs and attorney fees) resulting from the acts or omissions of NWLS or its authorized representatives for services provided by NWLS, including, but not limited to, mailing, filing, and recording documents on Customer’s behalf. This shall include, but is not limited to, any and all claims made by third parties as a result of liens or other encumbrances filed against real property and/or chattels. This indemnification provision shall survive the completion of services by NWLS for Customer, and the expiration or termination of any recorded item(s).
NWLS’ right to indemnification is an additional right and does not limit or exclude other remedies such that NWLS shall have any and all rights granted by these terms and conditions or law. Customer’s duty to defend NWLS and duty to indemnify and hold NWLS harmless are separate and independent obligations, but cumulative, and the duty to defend arises immediately upon NWLS being placed in a defensive position under any circumstance related in any way to Customer’s use or request of NWLS’ services. NWLS shall be entitled to select its own legal counsel, but Customer shall remain liable for the full cost of those fees and legal costs, which NWLS is entitled to under these terms and conditions.
If NWLS receives a notice from any third party that a lien is being challenged as improper or invalid, and said third party is threatening, or pursuing, any action or claim against NWLS related to the recording, or if NWLS is otherwise placed into any defensive position as a result of the recording, or services provided to Customer, NWLS will promptly notify Customer of the same, unless the third party has also directly notified the Customer. In such case, if Customer does not respond affirmatively within five (5) business days to NWLS’ tender for Customer to defend and hold NWLS harmless, or if Customer fails to promptly defend, indemnify and hold NWLS harmless from such third party claims, including Customer’s retaining and compensating appropriate counsel selected by NWLS to defend NWLS related in any way to Customer’s use of NWLS’ services, Customer HEREBY EXPRESSLY AUTHORIZES NWLS, AT NWLS’ SOLE OPTION, TO RELEASE, CANCEL, OR OTHERWISE RETRACT THE DOCUMENT AT ISSUE FOR CUSTOMER AS IF CUSTOMER HAD ORDERED OR REQUESTED THE RELEASE, CANCELLATION, OR RETRACTION.
LIMITATION OF LIABILITY / LIABILITIES NOT ASSUMED
NWLS relies upon information provided by the Customer as well as information from various third-party sources for such things as, without limitation, real property location, description, address, legal description, and ownership, as well as chattel information. Because of this, the possibility of error is an inherent risk in performing the services requested by Customer. Accordingly, Customer agrees and understands that NWLS cannot and does not guarantee the accuracy, reliability or correctness of such information, and that NWLS shall not be liable for any errors or omissions from faulty or incorrect information provided to it, or from circumstances beyond its control. THE CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT NWLS’ LIABILITY FOR ITS OWN ACTS, OMISSIONS, or NEGLIGENCE SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER TO NWLS FOR THE COST OF THE RECORDING, INCLUDING THE RECORDING FEE, UP TO A MAXIMUM OF $750.00. IN NO EVENT WILL THE LIABILITY OF NWLS FOR ANY DAMAGES, WHETHER DIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, EXCEED A TOTAL OF SAID $750.00. ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY EXPRESSLY WAIVED. NWLS ALSO DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT
If Customer’s request for a Notice, lien, and/or claim is made within five (5) business days of the deadline for such Notice, lien, and/or claim, the request shall be deemed a “rush”, and additional charges may apply. Further, in the event of such ‘rush’ request, Customer fully and completely releases NWLS from any and all claims whatsoever arising out of or relating to such services provided by NWLS, notwithstanding the above limitation of liability.
These terms and conditions shall be governed by the laws of the State of Washington. Jurisdiction and venue for any legal action involving Customer and NWLS shall lie exclusively in King County, Washington, notwithstanding any state statute that prohibits or limits out-of-state venue selection. Customer waives such venue prohibitions and waives right to trial by jury.
Customer shall be solely responsible for providing all information necessary for NWLS to prepare, mail, and/or record any requested document for such things as pre-lien/pre-claim Notices, Claim of Lien, Chattlel Lien, and/or bond and retainage claim. For ‘private works’ projects, such information shall include, without limitation, first and last date of work onsite; party indebted to Customer; property address where the work was performed or materials/equipment provided; name of the property owner, if known; principal amount claimed due; whether such claim was assigned to Customer and, if so by whom. For ‘public works’ projects, such information shall include, without limitation, the public owner of the project; the name and location of the project, the party indebted to Customer; the prime contractor for the project; the bonding surety; the principal amount due Customer; and a brief description of the services provided.
At no time does NWLS review information submitted by Customer for legal sufficiency or legal compliance. The information Customer provides will be used on Customer’s document, and any misrepresentations or false statements provided by Customer are solely Customer’s responsibility, for which NWLS will not be liable.
Customer must approve all documents requested of NWLS and in a timely manner to allow NWLS to meet or comply with any Notice and/or recording deadlines. Customer’s delay in approving such documents may result in an untimely Notice and/or recording, for which Customer shall be solely responsible.
Pre-payment from Customer is a condition precedent to NWLS providing/mailing of any Notices, and/or the recording of any documents. NWLS will not mail or record any document until it first receives payment from Customer for the same.
In the event of any dispute involving any Notice/lien/claim prepared, mailed, and/or recorded by NWLS, NWLS retains the exclusive right to disclose/produce, upon request of any counsel involved in the dispute, any Notice/lien/claim form received from Customer related to such dispute.
If any provision of these terms and conditions is found to be unenforceable, the remaining provisions will remain in full effect, and an enforceable term reflecting NWLS’ intent as closely as possible will be substituted for the unenforceable term. Customer may not assign any of its rights under these terms and conditions, and any such attempt will be void.
DISPUTES
In the event of any dispute between NWLS and Customer arising out of or relating to the services provided by NWLS, the parties shall first make a good-faith attempt to negotiate a resolution. If such attempts are unsuccessful, the dispute shall be decided through binding arbitration pursuant to RCW 7.04A, the Washington Uniform Arbitration Act. The arbitrator shall be mutually selected by the parties. Either party may initiate arbitration by written demand for arbitration upon the other. The prevailing party in such arbitration shall be entitled to an award of its attorney fees and costs, including the costs and fees of the arbitrator. As a condition precedent to any demand for arbitration, the parties shall first participate in mediation before a mutually selected mediator. To initiate mediation, either party may issue written demand for mediation on the other party, and the mediation shall be conducted within a reasonable time of such demand, taking into consideration the parties’ and mediator’s schedules.
Notwithstanding any dispute between NWLS and Customer, Customer’s obligation to defend, indemnify and hold NWLS harmless as related above shall remain in full force and, Customer shall continue to defend, indemnify and hold NWLS harmless during the pendency of the parties’ dispute. That is, Customer’s obligation to defend, indemnify and hold NWLS harmless shall continue, in spite of any dispute between the parties hereto, until such time as an arbitrator may determine that Customer has no further obligation to defend, indemnify or hold NWLS harmless.
NWLS reserves the right to change, alter, delete, update, modify and/or revise the above Terms and Conditions from time to time in its sole discretion and without notice. Customer understands and agrees that the above Terms and Conditions may be updated, modified, and/or revised from time to time without notice to Customer, so it is incumbent upon Customer to review the Terms and Conditions to insure that Customer is aware of the most current version at the time that it places an order/request with NWLS.
