Terms and Conditions of Use

Lenders

DISCLAIMER: READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT IS A BINDING LEGAL DOCUMENT BETWEEN YOU AND WESTCOR TECH, LLC REGARDING YOUR USE OF CLOSEPIN. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS OF USE, DO NOT USE CLOSEPIN.

I. GENERALLY.

These Terms and Conditions of Use constitute a legal agreement (the “Agreement”) between you and Westcor Tech, LLC (“Owner”) regarding your use of Owner’s website, www.closepin.com, and the interactive tools and content contained on that website (collectively “Closepin”). You will be deemed to have accepted and agreed to all of the terms and provisions of this Agreement each time you access and use Closepin. If you do not agree to all of the terms and provisions of this Agreement, you are not permitted to access or use Closepin.

Your right to use Closepin is subject to this Agreement and the following policies that are posted on Closepin from time to time: (i) the privacy policy; and (ii) any additional terms and conditions of use posted on Closepin from time to time (collectively, the “Policies”). Owner may modify this Agreement and the Policies at any time by posting revised versions on Closepin, and the modified versions will become effective immediately upon posting. By continuing to use Closepin after the effective date of any modifications to this Agreement or the Policies, you agree to be bound by those modifications. It is your responsibility to check Closepin regularly for modifications to this Agreement and any Policies.

In order to utilize Closepin, you must authenticate an account (“Account”) that will be established for you by Closepin. Closepin will provide you with a user ID to your Account, and you will create a password for accessing your Account. Your user ID and password are referred to in this Agreement as your “Credentials”. Your Account will contain certain personal information about you, including contact and billing information that you provide to Closepin (“User Information”). You may not reveal your Credentials to anyone else except for your employees, representatives, and agents for whom you designate on Closepin as an authorized user (“Authorized Users”). Owner shall not be responsible for any Losses (as defined below) arising out of the unauthorized use of your Account, and you are solely responsible for any and all charges, fees, and expenses incurred through your Account (including, without limitation, by Authorized Users or anyone obtaining Credentials through Authorized Users). You agree to provide accurate and complete User Information and to regularly update your User Information to ensure that it remains accurate and complete. You agree that Owner may store and use your User Information for the purpose of maintaining your Account, billing and collecting fees from you, and any other purpose deemed reasonable by Owner. Owner retains the right to suspend or cancel your Account, and the account of any Closing Agent, at any time in Owner’s sole and absolute discretion.

You or Owner may terminate your access to Closepin at any time, and for any reason. When your access to Closepin terminates, all rights granted to you under this Agreement shall automatically terminate and revert to Owner, and you shall immediately cease all use of Closepin. Termination of this Agreement or your access to Closepin shall not relieve you of any liability for your breach of any provision of this Agreement accruing or occurring prior to the termination, and you will remain liable for all amounts due under your Account up to and including the date of termination. Owner’s rights, and your obligations, shall survive the expiration or earlier termination of this Agreement.

II. CLOSEPIN’S PRODUCTS AND SERVICES.

Products and Services. Closepin is an online, software-as-a-service (“SaaS”) tool that enables you, as a lender, to manage and monitor your network of real estate closing agents (“Closing Agents”) and to verify their compliance with various insurance, licensing, registration, surety bond, and customer service requirements generally required by lenders. Closepin is also a SaaS tool that enables purchasers and borrowers in real estate transactions (“Consumers”) to shop and compare your Closing Agents’ costs to close real estate sale and finance transactions and obtain title insurance, such as closing fees and title insurance premiums. Closepin also provides reviews and ratings of Closing Agents by Consumers who use Closepin. Your Account contains a portal that permits you to review your Closing Agent network and all information available through Closepin about your Closing Agents.

Through your Account, you may also purchase compliance certificates for Closing Agents (“Compliance Certificates”). Closepin generally captures the following information about Closing Agents who are registered on Closepin: (i) the types and amounts of insurance coverage and surety bonds they carry, and evidence thereof such as insurance certificates and related proof of coverage; (ii) their licensure with state and local authorities to provide title insurance and real estate closing services; (iii) additionally, as part of the compliance validation process, Closepin will utilize public sites such as Better Business Bureaus and Consumer Financial Protection Bureaus and published complaints about Closing Agents that have been filed with those Bureaus; and (iv) various items of background information, such as criminal records and bankruptcy filings (“Closing Agent Information”). Notwithstanding any Compliance Certificate, or any marketing materials, communications, or other statements to the contrary, you acknowledge and agree that Closepin is relying on Closing Agents and third parties to provide the information contained on Closepin and in Compliance Certificates, and that Owner and Closepin will not independently verify the accuracy or completeness of the information provided. CLOSEPIN RELIES ON THIRD PARTY PROVIDERS FOR THE ACCURACY OF THIS INFORMATION, AND THERE IS NO REPRESENTATION, WARRANTY, OR GUARANTEE BEING MADE TO YOU THAT THIS INFORMATION IS ACCURATE, RELIABLE, OR CURRENT IN ANY RESPECT.

You will have the option to create various settings for your Account, such as: (i) whether you will be charged for Compliance Certificates, or whether you require Closing Agents to pay for them (which would require a separate commitment by the Closing Agent); (ii) the frequency for which you wish to update Compliance Certificates; and (iii) minimum insurance coverage requirements for Closing Agents. Any changes to these Account settings must be submitted by you in writing to sales@closepin.com.

Pricing. In the event that you select to pay the charges for Compliance Certificates, you will pay the charges set forth at http://www.closepin.com/lenders/pricing/ (the “Pricing Page”) from time to time. All charges are subject to applicable sales taxes based on the bill-to address and the applicable sales tax rate in effect at the time you incur the charges. You agree that you will pay for all charges that are incurred by you or through your Account, and that Owner may invoice you for all such charges and any related amounts (such as taxes). Prices and terms may change at any time, and Owner does not provide price protection or refunds in the event of a price reduction or promotional offering. If any products or services become unavailable following a purchase transaction but prior to your receipt of those products or services, your sole remedy is a refund of the amount actually paid to Owner by you. All billing invoices will be delivered to you to in the manner set forth in the Notices section below, and shall have a net 30-day payment requirement.

Closing Agents. When you engage a Closing Agent to provide services to you, you are entering into an agreement directly with that Closing Agent, and not with Owner or Closepin. Closepin obtains Closing Agent Information at certain specified times, namely when a Closing Agent creates an account on Closepin and each anniversary thereof, and any time you purchase a Compliance Certificate for that Closing Agent. Due to the fact that Closing Agent Information is not routinely reviewed and verified by Closepin, there can be no assurance that it is up to date when viewed by you.  Owner does not represent, warrant, covenant, or guarantee to you: (i) that, at any given time, any Closing Agent has the experience, knowledge, certifications, or expertise that the Closing Agent represents having; (ii) that the Closing Agent is skilled or competent in the services that the Closing Agent provides; or (iii) any aspect of when or how the Closing Agent will perform any duties or obligations. You acknowledge that Closing Agents are not affiliates, subsidiaries, principals, agents, employees, or contractors of Owner, and that Owner has no role in how services are performed and delivered to you by Closing Agents. YOU AGREE THAT YOUR USE OF A CLOSING AGENT’S SERVICES IS AT YOUR SOLE RISK, AND THAT OWNER IS MAKING NO ASSURANCES TO YOU REGARDING THE QUALITY, PERFORMANCE, OR ACCURACY OF ANY SERVICES PROVIDED BY CLOSING AGENTS. IF YOU ARE NOT SATISFIED WITH THE NATURE OF SERVICES OR HOW THEY ARE PROVIDED, YOU AGREE TO LOOK SOLELY TO THE CLOSING AGENT, AND NOT TO OWNER, FOR CORRECTION AND REMEDIATION. OWNER DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND COVENANTS ABOUT CLOSING AGENTS, THEIR SERVICES, AND HOW SERVICES ARE DELIVERED TO YOU.

III. YOUR USE OF CLOSEPIN.

Usage License. Subject to the terms and conditions of this Agreement and the Policies, Owner grants to you a personal, non-exclusive, non-transferable, and revocable license to access and use Closepin. This license to access and use Closepin does not give you any ownership interest in Closepin or any of its associated intellectual property, all of which shall remain the sole and exclusive property of Owner and its licensors (as applicable). Owner reserves the right to update and make changes, additions, or deletions to Closepin (“Modifications”) at any time, for any reason, and without notice to you. All rights in any such Modifications will be owned exclusively by Owner. Owner may make any such Modifications available to you under the terms of this Agreement or any other terms and conditions offered by Owner, and may cease usage of prior versions of Closepin, in its sole and absolute discretion.

Communication of Your Information to Consumers and Closing Agents. For as long as you have an active Account on Closepin, you consent and agree to Owner and Closepin providing the following information and materials concerning you: (i) all contact information associated with your Account to Consumers and Closing Agents so that they may contact you about loan products and Closing Agent Services; and (ii) all information that you have provided through your Account to shop for and select Closing Agents and Closing Agent Services.

Restrictions on Use. You agree that the license granted to you under this Agreement expressly prohibits you from: (i) redistributing, retransmitting, publishing, transferring, commercializing, or otherwise exploiting Closepin; (ii) reverse engineering, decompiling, or modifying Closepin; and (iii) copying or redistributing Closepin, including, without limitation, by creating an archive of any portion or content of Closepin. You agree that you are strictly prohibited from accessing or attempting to access any areas of the computer system where Closepin is hosted. You further agree that you will not: (i) use any robot, spider, other automatic device or manual process to “screen scrape”, monitor, mine, or copy any portion of Closepin or the content contained therein; (ii) spam or send unsolicited communications to any other user of Closepin for any reason; (iii) enter into or transmit via Closepin any information that contains a virus, bug, or other harmful item; (iv) use any device, software, or routine to interfere or attempt to interfere with the proper working of Closepin; (v) enter into or transmit via Closepin any unlawful, fraudulent, harassing, libelous, or obscene information of any kind, or otherwise utilize Closepin for any unlawful, fraudulent, harassing, libelous, or obscene purpose; (vi) enter into or transmit via Closepin any information (including but not limited to, text, imagery, audio recordings, or video recordings) in violation of another party’s copyright or intellectual property rights; (vii) take any action that imposes an unreasonable or disproportionately large load on the infrastructure hosting Closepin; or (viii) violate any laws, regulations, or terms and conditions applicable to you or your use of Closepin. In the event of your breach of any of these restrictions or any other term of this Agreement, Owner may, in addition to all other remedies available to Owner of any type or nature (whether under this Agreement, the Policies, at law, in equity, or otherwise), terminate this Agreement and your usage of Closepin without any refund of any payments made by you (regardless of whether the corresponding products or services have been provided).

Availability. You agree that Closepin may not be available on a continuous or uninterrupted basis and that Closepin may be inaccessible or inoperable for any reason, including, but not limited to, periodic maintenance or repairs, equipment malfunctions, Internet or wireless service interruption or failure, and other causes beyond the control of Owner or that could not be reasonably foreseen by Owner. The use of Closepin on more than one device may result in the loss of data or information. Owner does not guarantee the integrity of information transmitted via Closepin. Owner shall not be liable for the inadvertent disclosure of, or corruption or erasure of, information transmitted, received, or sorted on Owner’s system. Owner shall further not be liable for any Losses which may be suffered by you as a result of the loss of information, your inability to access or use Closepin, or any other service interruptions, regardless of whether they are caused by the fault or negligence of Owner.

Consent to Use of Data. You agree that Owner and its affiliates may, at any time or from time to time in their sole and absolute discretion, monitor, record, collect, and use any data and related information that is inputted into Closepin by you or which is generated by Closepin for you (“Data”). Owner and its affiliates may use Data in any manner, and for any purpose, as Owner or its affiliates decide in their sole and absolute discretion. All Data is subject to a worldwide, perpetual, royalty-free, assignable, and irrevocable license and right in favor of Owner and its affiliates to monitor, record, and permanently retain the Data in any manner permitted by applicable law, to the extent necessary to perform Owner’s obligations under this Agreement, and to analyze, mine, process, aggregate, and to perform any other task or function with respect to Data including, without limitation, the sale of independent or aggregated Data to third parties. Any analysis, database, aggregation, derivative, discovery, or other work developed by Owner or its affiliates from Data shall be their sole and exclusive property, and you hereby waive and disclaim all rights thereto.

Methods of Communication. Owner may notify you with respect to any issue relating to your Account or your use of Closepin by sending an e-mail message to the address associated with your Account, by letter via certified U.S. mail to the mailing address associated with your Account, or by posting such notice on Closepin. Owner may elect any of these means of communication. Notices shall become effective immediately if sent by e-mail or posted on Closepin, or two (2) days after being sent by certified U.S. mail.

Ratings and Placement. Owner reserves the right to incorporate into Closepin a mechanism permitting you to rate and comment on Closing Agents and their services. You are solely responsible for the content of any ratings or comments that you post or submit through Closepin. If you post a rating, or submit a comment, on Closepin, you agree to do the following: (i) exercise good-faith and fair dealing in your post or submission; (ii) refrain from using language that is profane, offensive, harassing, or libelous; and (iii) avoid using abbreviations and slang, and use full proper names for any parties that you refer to or address. Owner reserves the right to display your ratings about Closing Agents publicly on Closepin, and to provide rating and comments directly to Closing Agents, all in any manner that will be determined in Owner’s sole and absolute discretion. Owner may also permit Closing Agents to respond to your ratings and comments, both privately to the e-mail address associated with your Account and publicly (in the case of ratings) by permitting published responses to your ratings. Owner is under no obligation to modify or remove any comments or ratings, or any response by a Closing Agent to your comments or ratings. You acknowledge and agree that ratings and placements that are published about a Closing Agent on Closepin do not constitute a recommendation, endorsement, or opinion of Owner or Closepin about that Closing Agent, and Owner and Closepin assume no responsibility for the content or accuracy of any reviews posted by other users on Closepin. UNDER NO CIRCUMSTANCE SHALL OWNER OR CLOSEPIN BE DEEMED TO MAKE ANY RECOMMENDATION ABOUT ANY CLOSING AGENT.

IV. NOTICES.

Third Party Websites and Services. Closepin invokes a number of websites, software, and services that were not developed or are not operated by Owner and that are not under the control of Owner, including, but not limited to, your mobile phone’s or computer’s operating system, browser, email and SMS programs, dialer, and other websites and services. Owner cannot assure you that these third party websites and services will function and expressly denies any liability related to such third party websites and services.

DISCLAIMER OF WARRANTIES. CLOSEPIN, INCLUDING ALL OF ITS CONTENT, APPLICATIONS, AND FUNCTIONS, IS PROVIDED “AS IS,” “WITH ALL FAULTS,” AND WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED. OWNER DISCLAIMS ALL WARRANTIES WITH RESPECT TO CLOSEPIN AND COMPLIANCE CERTIFICATES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CONDITION, UNINTERRUPTED USE, MERCHANTABILITY OF COMPUTER PROGRAMS, AND DATA ACCURACY, EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.  OWNER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE OPERATION OF CLOSEPIN, THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF, CLOSEPIN CONTENT OR COMPLIANCE CERTIFICATES, AND OWNER MAKES NO COMMITMENT TO UPDATE CLOSEPIN OR ITS CONTENT, OR ANY COMPLIANCE CERTIFICATE. OWNER DOES NOT WARRANT THAT ANY CONTENT AVAILABLE FOR ACCESS ON CLOSEPIN, IF ANY, WILL BE FREE FROM INFECTION, VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. OWNER DOES NOT WARRANT THAT CLOSEPIN WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS IN CLOSEPIN WILL BE CORRECTED. YOU AGREE THAT FROM TIME TO TIME OWNER MAY REMOVE, DISCONTINUE, OR CANCEL ANY ASPECT OF CLOSEPIN FOR AN INDEFINITE PERIOD OF TIME WITHOUT NOTICE TO YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OWNER OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE OR BE DEEMED TO CREATE ANY REPRESENTATION, WARRANTY, OR COVENANT OF ANY TYPE OR NATURE WHATSOEVER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER; THEREFORE, IN SUCH AN EVENT, THE FOREGOING PROVISIONS SHALL BE CONSTRUED TO PROVIDE THE MAXIMUM EXCLUSION AND LIMITATION OF WARRANTIES AS PERMITTED BY SUCH APPLICABLE LAW.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO CASE SHALL OWNER OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, OR LICENSORS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE, OR INABILITY TO USE, CLOSEPIN OR ANY SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN SUCH AN EVENT, THE FOREGOING PROVISIONS SHALL BE CONSTRUED TO PROVIDE FOR THE MAXIMUM LIMITATION OF LIABILITIES AS PERMITTED BY SUCH APPLICABLE LAW.  In no event shall Owner’s total liability to you for damages, other than as may be required by applicable laws, exceed the amount of Fifty and No/100 Dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. Owner will not entertain or respond to any claim that it believes is false, fraudulent, or made in bad-faith.

V. YOUR ADDITIONAL RESPONSIBILITIES.

Indemnity and Waiver. To the maximum extent permitted by law, you agree to indemnify, save, pay, insure, defend, protect, and hold harmless Owner, its affiliates, and their respective members, managers, officers, employees, affiliates, agents, contractors, principals, and licensors from and against any and all claims, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees through all levels of adjudication, including settlement and appeal) (collectively, “Losses”) arising out of or accruing from: (i) your use or misuse of Closepin; (ii) any breach by you of your obligations under this Agreement or any of the Policies; (iii) your violation of any applicable laws; (iv) services provided by Closing Agents to you; (v) any claim brought by a Closing Agent, Consumer, or any other third party relating to you; and (vi) any act of fraud, negligence, or willful misconduct made by you.

Additional Representations, Warranties, and Covenants. By using Closepin, you represent, warrant, and covenant to Owner that, at all times: (i) you have full power and authority to enter into this Agreement, and to abide by all of the terms and conditions of this Agreement and the Policies; (ii) you have all of the rights, powers, and privileges necessary and required in order to grant the licenses set forth in this Agreement; (iii) all information that you input into Closepin will be true, correct, and complete at all times; and (iv) you will not engage in any obscene, offensive, or harassing behavior through Closepin and will conduct yourself in a professional, workmanlike, first-class, and courteous manner at all times.

VI. MISCELLANEOUS PROVISIONS.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida (without regard to the principles thereof relating to conflicts of law) and, where, applicable the Federal Arbitration Act and other applicable federal law, in each case without regard to principles of conflict of laws.

BINDING ARBITRATION. Any dispute or claim relating in any way to this Agreement, the Policies, or your use of Closepin will be exclusively resolved by binding arbitration, rather than in court, except that you or Owner may assert claims in small claims court if they qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent – Paracorp Incorporated, 2140 S. DuPont Hwy., Camden, DE 19934. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. The arbitration costs and expenses of each party shall be borne by that party.

You and Owner each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND OWNER EACH WAIVE ANY RIGHT TO A JURY TRIAL.

Notwithstanding the foregoing provisions of this section, Owner may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of Owner’s, its affiliates’, or and third party’s intellectual property or other proprietary rights, and the prevailing party in such a proceeding shall be entitled to recover from the other party such prevailing party’s reasonable attorneys’ fees and expenses arising from such action.

Other Provisions. No amendment or waiver of any provision of this Agreement is binding on Owner unless in writing and signed by Owner in each instance. This Agreement binds, and will inure to the benefit of, the parties and their respective successors and assigns. You may not assign your rights or delegate your obligations under this Agreement. In the event any provision of this Agreement is held by a court of competent jurisdiction or arbitrator to be unenforceable in any jurisdiction, then such portion or provision will be deemed to be severable as to such jurisdiction (but, to the extent permitted by applicable laws, not elsewhere) and will not affect the remainder of this Agreement, which will continue in full force and effect. If any provision of this Agreement is held to be so broad as to be unenforceable, such provision will be interpreted to be only as broad as is necessary for it to be enforceable. Owner and its affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond Owner’s or its affiliates’ reasonable control. This Agreement shall be construed as if both you and Owner jointly prepared it, and no provision shall be construed against Owner on the basis that Owner prepared it. You acknowledge and agree that any breach or threatened breach by you of any of the covenants and restrictions related to usage of Closepin, intellectual property, proprietary information, termination, and your other responsibilities contained in this Agreement will give rise to irreparable injury which may not be adequately compensated by damages and, therefore, you agree that in the event of any such breach or threatened breach, Owner may seek and shall be entitled to injunctive relief and to the enforcement of these covenants and restrictions by specific performance, in addition to any other rights and remedies available hereunder or under applicable law. If you place a telephone call to Owner, you acknowledge and agree that the call may be recorded by Owner for quality assurance, training, and record-keeping purposes.

Electronic Communications and Signatures. When you use Closepin, or you send e-mails, text messages, or other communications from your desktop or mobile device to Owner or Closepin, you are communicating electronically. You consent to receive communications from Owner and Closepin electronically, such as e-mails, text messages, mobile push notices, or notices and messages posted on Closepin, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that Owner and Closepin provide to you electronically satisfy any legal requirement that such communications be in writing.

From time to time, you may be asked by Closepin to “click-to-accept”, to type your name, or to provide some other type of verification in order to make certain acknowledgements and agreements. You agree that, by clicking “ACCEPT” (or its equivalent), by typing your name, or by providing any other type of electronic confirmation that is requested, you are providing an electronic signature to Closepin that creates a legally binding obligation on you. You further acknowledge and agree that your electronic signature is the legal equivalent of a manual signature, and that no certification authority or other third party verification is necessary to validate the electronic signature in order to make the signature enforceable or evidence of a resulting contract.

Dated: February 20, 2017
Version 1


Closing Agents

DISCLAIMER: READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT IS A BINDING LEGAL DOCUMENT BETWEEN YOU AND WESTCOR TECH, LLC REGARDING YOUR USE OF CLOSEPIN. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS OF USE, DO NOT USE CLOSEPIN.

I. GENERALLY.

These Terms and Conditions of Use constitute a legal agreement (the “Agreement”) between you and Westcor Tech, LLC (“Owner”) regarding your use of Owner’s website, www.closepin.com, and the interactive tools and content contained on that website (collectively “Closepin”). You will be deemed to have accepted and agreed to all of the terms and provisions of this Agreement each time you access and use Closepin. If you do not agree to all of the terms and provisions of this Agreement, you are not permitted to access or use Closepin.

Your right to use Closepin is subject to this Agreement and the following policies that are posted on Closepin from time to time: (i) the privacy policy; and (ii) any additional terms and conditions of use posted on Closepin from time to time (collectively, the “Policies”). Owner may modify this Agreement and the Policies at any time by posting revised versions on Closepin, and the modified versions will become effective immediately upon posting. By continuing to use Closepin after the effective date of any modifications to this Agreement or the Policies, you agree to be bound by those modifications. It is your responsibility to check Closepin regularly for modifications to this Agreement and any Policies.

In order to utilize Closepin, you must establish an account (“Account”) by creating a User ID and password to access and authenticate your Account (“Credentials”) and supplying personal information including, without limitation, your contact information, credit card billing information, the fees for your Closing Agent Services (as defined below), and information relating to your licensure, insurance coverage, surety bonds, and related information as they relate to your Closing Agent Services (collectively, “User Information”). You may not reveal your Credentials to anyone else. Owner shall not be responsible for any Losses (as defined below) arising out of the unauthorized use of your Account, and you are solely responsible for any and all charges, fees, and expenses incurred through your Account. You agree to provide accurate and complete User Information and to regularly update your User Information to ensure that it remains accurate and complete. You agree that Owner may store and use your User Information for the purpose of maintaining your Account, billing and collecting fees from you, and any other purpose deemed reasonable by Owner. Owner retains the right to suspend or cancel your Account, or to refuse to include you or your Closing Agent Services on Closepin, at any time in Owner’s sole and absolute discretion.

You or Owner may terminate your access to Closepin at any time, and for any reason. When your access to Closepin terminates, all rights granted to you under this Agreement shall automatically terminate and revert to Owner, and you shall immediately cease all use of Closepin. Termination of this Agreement or your access to Closepin shall not relieve you of any liability for your breach of any provision of this Agreement accruing or occurring prior to the termination, and you will remain liable for all amounts due under your Account up to and including the date of termination. Owner’s rights, and your obligations, shall survive the expiration or earlier termination of this Agreement.

II. CLOSEPIN’S PRODUCTS AND SERVICES.

Products and Services. Closepin is an online, software-as-a-service (“SaaS”) tool that enables you, as someone providing services as a closing agent of real estate transactions (“Closing Agent Services”), to market and advertise your Closing Agent Services to real estate lenders (“Lenders”) and purchasers and borrowers (collectively, “Consumers”). Notwithstanding any marketing materials, communications, or other statements to the contrary, Owner and Closepin are not providing you with any guarantee of results, and you acknowledge and agree that there is no assurance or guarantee that you will be contacted by any Lenders or Consumers, or that you will achieve any level of success or results through your use of Closepin (including, without limitation, that any amount of leads, orders, or other new business will be placed with you).

Closepin utilizes various third-party providers to supply information to closing agents, Lenders, and Consumers, including title insurance premium rates and pricing information on recording instruments in various jurisdictions. Closepin’s provider of title insurance premium rates – TitleHound – provides basic rates for all major U.S. underwriters. If you have an account with TitleHound under which your title rates are maintained, Closepin will utilize these rates for quoting purposes. If you do not have a TitleHound account, then Closepin will default to: American Land Title Association (ALTA) basic rates for all U.S. states except California, Illinois, Iowa, and Nebraska; California – California Land Title Association (CLTA) basic rates; Illinois – the average rate charged by 3 major underwriters in Illinois; Iowa – Iowa Title Guaranty Rates, unless you select a neighboring state through your Account; and Nebraska – the current rates for Blaine County. Closepin relies on third party providers for the accuracy of the information provided through Closepin, and there is no guarantee being made to you that this information is accurate, reliable, or current. You agree to independently verify all rates quoted on Closepin prior to relying on them by using outside sources of information.

Pricing. You, as a closing agent, will have the option to select a pricing package (available at: http://www.closepin.com/closing-agents/pricing/ (the “Pricing Page”)) for your custom profile on Closepin and various other products and services offered through Closepin from time to time. When you register your Account, Closepin may provide you with options to subscribe for certain services, such as inclusion in certain customized searches by Lenders and Consumers for which you could be billed automatically on a per-transaction basis. All charges are subject to applicable sales taxes based on the bill-to address and the applicable sales tax rate in effect at the time you incur the charges. You agree that you will pay for all charges that are incurred by you or through your Account, and that Owner may charge the credit card on file with your Account for those charges and any related amounts (such as taxes). Prices and terms may change at any time, and Owner does not provide price protection or refunds in the event of a price reduction or promotional offering. If any products or services become unavailable following a purchase transaction but prior to your receipt of those products or services, your sole remedy is a refund of the amount actually paid to Owner by you.

All payments are processed through payment processing companies that are private contractors and unaffiliated with Owner, and Owner assumes no responsibility for those companies’ use, transmission, storage, or handling of your payment information.

From time to time, Owner and Closepin might offer promotional rebates to closing agents and other users of Closepin. The amount of any such rebates, and who they are offered to, are in Owner’s sole and absolute discretion, and you have no right or entitlement to receive a rebate that is offered to another user. IF YOU ARE OFFERED A REBATE FOR A PARTICULAR LEVEL OF SERVICE AND YOU ACCEPT THAT REBATE, YOU WILL BE AUTOMATICALLY BILLED FOR THE RECURRING COST OF THAT SERVICE AT THE CONCLUSION OF THE REBATE PERIOD AT THE RATES SET FORTH ON THE PRICING PAGE UNLESS YOU CANCEL THE SERVICE AT LEAST FIVE (5) DAYS PRIOR TO THE CONCLUSION OF THE REBATE PERIOD.

THERE WILL BE AUTOMATIC CHARGES BILLED TO YOUR CREDIT CARD, INCLUDING, WITHOUT LIMITATION, RENEWALS OF ANNUAL SUBSCRIPTION FEES, AND PER-TRANSACTION CHARGES IF YOU HAVE ELECTED TO RECEIVE CERTAIN PRODUCTS AND SERVICES. THE AMOUNTS OF THESE AUTOMATIC CHARGES MAY INCREASE FROM TIME TO TIME IN OWNER’S SOLE AND ABSOLUTE DISCRETION. YOU WILL BE NOTIFIED OF ANY INCREASE IN AUTOMATIC CHARGES AT LEAST THIRTY (30) DAYS’ PRIOR TO THEIR BECOMING EFFECTIVE, EITHER BY E-MAIL TO THE ADDRESS REGISTERED TO YOUR ACCOUNT, OR BY OWNER POSTING REVISED PRICING ON THE PRICING PAGE. YOU MAY CANCEL AUTOMATIC PAYMENTS TO YOUR ACCOUNT AT ANY TIME BY CONTACTING OWNER AT support@closepin.com.

Ratings and Placement. Owner reserves the right to incorporate into Closepin a mechanism permitting Lenders and Consumers to rate and comment on closing agents and their Closing Agent Services. Along with other factors, ratings may be used to determine the placement of closing agents on Closepin, with higher-rated closing agents being given better placement. Owner reserves the right to display closing agents on Closepin in a manner that will be determined in Owner’s sole and absolute discretion. You and your Closing Agent Services may be subject to comments and ratings from other Closepin users about which you may not agree, which may be posted publicly on Closepin, and to which you will not necessarily be able to respond (whether publicly or privately). You may contact Owner if you have any questions or concerns regarding such comments and ratings at support@closepin.com; provided, however, that Owner is under no obligation to modify or remove any comments or ratings. If you respond to a rating or comment made on Closepin by a Lender or Consumer, whether privately or publicly, you agree to do the following: (i) exercise good-faith and fair dealing in your response; (ii) refrain from using language that is profane, offensive, harassing, or libelous; and (iii) avoid using abbreviations and slang, and use full proper names for any parties that you refer to or address.

III. YOUR USE OF CLOSEPIN.

Usage License. Subject to the terms and conditions of this Agreement and the Policies, Owner grants to you a personal, non-exclusive, non-transferable, and revocable license to access and use Closepin. This license to access and use Closepin does not give you any ownership interest in Closepin or any of its associated intellectual property, all of which shall remain the sole and exclusive property of Owner and its licensors (as applicable). Owner reserves the right to update and make changes, additions, or deletions to Closepin (“Modifications”) at any time, for any reason, and without notice to you. All rights in any such Modifications will be owned exclusively by Owner. Owner may make any such Modifications available to you under the terms of this Agreement or any other terms and conditions offered by Owner, and may cease usage of prior versions of Closepin, in its sole and absolute discretion. Nothing grants you the right to be the sole provider of your Closing Agent Services through Closepin, and Owner is under no obligation to refrain from promoting, offering, selling, developing, marketing, or taking any other action with respect to any other products or services, including any other Closing Agent Services from other closing agents that compete with you.

Communication of Your Information to Lenders and Consumers. For as long as you have an active Account on Closepin, you consent and agree to Owner and Closepin providing the following information and materials concerning you: (i) all contact information associated with your Account to Lenders and Consumers so that they may contact You about Closing Agent Services; (ii) all information that you have provided through your Account as part of Closepin’s Compliance Validation product to Lenders (including, without limitation, your insurance and licensing information and associated certificates); and (iii) any information through other sources such as public records searches and background checks (including, without limitation, registrations with Better Business Bureaus and Consumer Financial Protection Bureaus and any complaints filed against you, criminal records, bankruptcy proceedings, and any feedback or ratings submitted through Closepin).

Appointment of Owner as Your Agent. You appoint Owner and its affiliates as your agent to market and make your Closing Agent Services available through Closepin on your behalf. You hereby grant to Owner and its affiliates a worldwide, non-exclusive, perpetual, irrevocable, and fully paid-up license to use your name, likeness, your image (including photographs), information about your Closing Agent Services (including, without limitation, your fees), and any ratings or reviews posted by other users of Closepin about you, in the marketing and delivery of your Closing Agent Services, to satisfy any of Owner’s other obligations under this Agreement, and in any presentations or marketing materials for purposes of marketing Closepin. You agree that no royalty or other compensation is payable by Owner in exchange for the rights described in this section. Owner may use consultants, contractors, and other individuals to perform its obligations, and to exercise its rights, under this Agreement, and such persons shall be entitled to use the licenses you have granted under this Agreement.

Restrictions on Use. You agree that the license granted to you under this Agreement expressly prohibits you from: (i) redistributing, retransmitting, publishing, transferring, commercializing, or otherwise exploiting Closepin; (ii) reverse engineering, decompiling, or modifying Closepin; and (iii) copying or redistributing Closepin, including, without limitation, by creating an archive of any portion or content of Closepin. You agree that you are strictly prohibited from accessing or attempting to access any areas of the computer system where Closepin is hosted. You further agree that you will not: (i) use any robot, spider, other automatic device or manual process to “screen scrape”, monitor, mine, or copy any portion of Closepin or the content contained therein; (ii) spam or send unsolicited communications to any other user of Closepin for any reason; (iii) enter into or transmit via Closepin any information that contains a virus, bug, or other harmful item; (iv) use any device, software, or routine to interfere or attempt to interfere with the proper working of Closepin; (v) enter into or transmit via Closepin any unlawful, fraudulent, harassing, libelous, or obscene information of any kind, or otherwise utilize Closepin for any unlawful, fraudulent, harassing, libelous, or obscene purpose; (vi) enter into or transmit via Closepin any information (including but not limited to, text, imagery, audio recordings, or video recordings) in violation of another party’s copyright or intellectual property rights; (vii) take any action that imposes an unreasonable or disproportionately large load on the infrastructure hosting Closepin; or (viii) violate any laws, regulations, or terms and conditions applicable to you or your use of Closepin. In the event of your breach of any of these restrictions or any other term of this Agreement, Owner may, in addition to all other remedies available to Owner of any type or nature (whether under this Agreement, the Policies, at law, in equity, or otherwise), terminate this Agreement and your usage of Closepin without any refund of any payments made by you (regardless of whether the corresponding products or services have been provided).

Availability. You agree that Closepin may not be available on a continuous or uninterrupted basis and that Closepin may be inaccessible or inoperable for any reason, including, but not limited to, periodic maintenance or repairs, equipment malfunctions, Internet or wireless service interruption or failure, and other causes beyond the control of Owner or that could not be reasonably foreseen by Owner. The use of Closepin on more than one device may result in the loss of data or information. Owner does not guarantee the integrity of information transmitted via Closepin. Owner shall not be liable for the inadvertent disclosure of, or corruption or erasure of, information transmitted, received, or sorted on Owner’s system. Owner shall further not be liable for any Losses which may be suffered by you as a result of the loss of information, your inability to access or use Closepin, or any other service interruptions, regardless of whether they are caused by the fault or negligence of Owner.

Consent to Use of Data. You agree that Owner and its affiliates may, at any time or from time to time in their sole and absolute discretion, monitor, record, collect, and use any data and related information that is inputted into Closepin by you or which is generated by Closepin for you (“Data”). Owner and its affiliates may use Data in any manner, and for any purpose, as Owner or its affiliates decide in their sole and absolute discretion; provided, however, that your credit card information shall only be used by Owner and its affiliates to charge you for amounts due and owing to Closepin. All Data is subject to a worldwide, perpetual, royalty-free, assignable, and irrevocable license and right in favor of Owner and its affiliates to monitor, record, and permanently retain the Data in any manner permitted by applicable law, to the extent necessary to perform Owner’s obligations under this Agreement, and to analyze, mine, process, aggregate, and to perform any other task or function with respect to Data including, without limitation, the sale of independent or aggregated Data to third parties. Any analysis, database, aggregation, derivative, discovery, or other work developed by Owner or its affiliates from Data shall be their sole and exclusive property, and you hereby waive and disclaim all rights thereto.

Methods of Communication. Owner may notify you with respect to any issue relating to your Account or your use of Closepin by sending an e-mail message to the address associated with your Account, by letter via certified U.S. mail to the mailing address associated with your Account, or by posting such notice on Closepin. Owner may elect any of these means of communication. Notices shall become effective immediately if sent by e-mail or posted on Closepin, or two (2) days after being sent by certified U.S. mail.

IV. YOUR CLOSING AGENT SERVICES.

Provision of Services. You, and not Owner, are solely responsible for the time, manner, and method of providing your Closing Agent Services and all costs and expenses associated with providing them. You are solely responsible, and Owner shall have no responsibility to you, any Lender or Consumer, or to any third party, for any Losses relating to, or caused by, your Closing Agent Services.

Your Charges to Consumers and Lenders. You are solely responsible for invoicing and collecting the charges of your Closing Agent Services from Lenders, Consumers, and all other purchasers. All charges for your Closing Agent Services shall be inputted and adjusted, as necessary, by you through your Account. All prices will be charged in U.S. dollars. You acknowledge and agree that Lenders and Consumers will receive quotes for your Closing Agent Services when they search for closing agents on Closepin. These quotes will be generated from the most recent User Information available on Closepin through your Account or through TitleHound, as applicable. Whenever a quote is issued to a Lender or Consumer, you agree to honor that quote in good-faith for a period of thirty (30) days after the date which it is issued, and to not charge any Lender or Consumer more than that amount for any comparable services during that period of time. Upon request by a Consumer, you agree to issue an itemization of your Closing Agent Services that is binding on you for each individual cost for a Consumer (such as for closing fees, electronic document fees, signing fees, attorneys’ fees, notary charges, and title search fees separately). Any itemized cost that is quoted shall be equal to those provided in Closepin if you received the Consumer’s request within thirty (30) days after the information being issued to the Consumer on Closepin. In the event that the charges for your Closing Agent Services are subject to any sales, use, goods and services, value added, or other similar tax under any applicable laws, you are solely responsible for determining the amount of the applicable taxes and the collection and remittance of such taxes to the appropriate authorities.

You are not an Employee, Agent, or Independent Contractor of Owner or Closepin. You are not an employee, agent, or independent contractor of Owner or Closepin, and you have no authority to bind Owner or Closepin in any way. Nothing in this Agreement gives you a right to use any of Owner’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features without Owner’s prior written consent, which may be granted or withheld in Owner’s sole and absolute discretion. Neither this Agreement nor any use of Closepin creates an independent contractor, employee/employer, partnership, joint venture, or franchiser-franchisee relationship between you and Owner. Nothing in this Agreement precludes you from generally advertising or providing your Closing Agent Services to the general public through any means outside of Closepin.

V. NOTICES.

Third Party Websites and Services. Closepin invokes a number of websites, software, and services that were not developed or are not operated by Owner and that are not under the control of Owner, including, but not limited to, your mobile phone’s or computer’s operating system, browser, email and SMS programs, dialer, and other websites and services. Owner cannot assure you that these third party websites and services will function and expressly denies any liability related to such third party websites and services.

DISCLAIMER OF WARRANTIES. CLOSEPIN, INCLUDING ALL OF ITS CONTENT, APPLICATIONS, AND FUNCTIONS, IS PROVIDED “AS IS,” “WITH ALL FAULTS,” AND WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED. OWNER DISCLAIMS ALL WARRANTIES WITH RESPECT TO CLOSEPIN, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CONDITION, UNINTERRUPTED USE, MERCHANTABILITY OF COMPUTER PROGRAMS, AND DATA ACCURACY, EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.  OWNER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE OPERATION OF CLOSEPIN, THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF, CLOSEPIN CONTENT, AND OWNER MAKES NO COMMITMENT TO UPDATE CLOSEPIN OR ITS CONTENT. OWNER DOES NOT WARRANT THAT ANY CONTENT AVAILABLE FOR ACCESS ON CLOSEPIN, IF ANY, WILL BE FREE FROM INFECTION, VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. OWNER DOES NOT WARRANT THAT CLOSEPIN WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS IN CLOSEPIN WILL BE CORRECTED. YOU AGREE THAT FROM TIME TO TIME OWNER MAY REMOVE, DISCONTINUE, OR CANCEL ANY ASPECT OF CLOSEPIN FOR AN INDEFINITE PERIOD OF TIME WITHOUT NOTICE TO YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OWNER OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE OR BE DEEMED TO CREATE ANY REPRESENTATION, WARRANTY, OR COVENANT OF ANY TYPE OR NATURE WHATSOEVER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER; THEREFORE, IN SUCH AN EVENT, THE FOREGOING PROVISIONS SHALL BE CONSTRUED TO PROVIDE THE MAXIMUM EXCLUSION AND LIMITATION OF WARRANTIES AS PERMITTED BY SUCH APPLICABLE LAW.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO CASE SHALL OWNER OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, OR LICENSORS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE, OR INABILITY TO USE, CLOSEPIN OR ANY SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN SUCH AN EVENT, THE FOREGOING PROVISIONS SHALL BE CONSTRUED TO PROVIDE FOR THE MAXIMUM LIMITATION OF LIABILITIES AS PERMITTED BY SUCH APPLICABLE LAW.  In no event shall Owner’s total liability to you for damages, other than as may be required by applicable laws, exceed the amount of Fifty and No/100 Dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. Owner will not entertain or respond to any claim that it believes is false, fraudulent, or made in bad-faith.

VI. YOUR ADDITIONAL RESPONSIBILITIES.

Indemnity and Waiver. To the maximum extent permitted by law, you agree to indemnify, save, pay, insure, defend, protect, and hold harmless Owner, its affiliates, and their respective members, managers, officers, employees, affiliates, agents, contractors, principals, and licensors from and against any and all claims, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees through all levels of adjudication, including settlement and appeal) (collectively, “Losses”) arising out of or accruing from: (i) your use or misuse of Closepin; (ii) any breach by you of your obligations under this Agreement or any of the Policies; (iii) your violation of any applicable laws; (iv) any Closing Agent Services; (v) any claim brought by a Lender, Consumer, or any other third party relating to you; and (vi) any act of fraud, negligence, or willful misconduct made by you.

Additional Representations, Warranties, and Covenants. By using Closepin, you represent, warrant, and covenant to Owner that, at all times: (i) you are at least eighteen (18) years old; (ii) you have full power and authority to enter into this Agreement, to abide by all of the terms and conditions of this Agreement and the Policies, and to provide the Closing Agent Services you offer; (iii) you have all of the rights, powers, and privileges necessary and required in order to grant the licenses set forth in this Agreement; (iv) all information that you input into Closepin will be true, correct, and complete at all times; (v) you are competent and well qualified to provide the Closing Agent Services you offer in accordance with industry-accepted standards at the times they are provided; and (vi) you will not engage in any obscene, offensive, or harassing behavior through Closepin and will conduct yourself in a professional, workmanlike, first-class, and courteous manner at all times.

VII. MISCELLANEOUS PROVISIONS.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida (without regard to the principles thereof relating to conflicts of law) and, where, applicable the Federal Arbitration Act and other applicable federal law, in each case without regard to principles of conflict of laws.

BINDING ARBITRATION. Any dispute or claim relating in any way to this Agreement, the Policies, or your use of Closepin will be exclusively resolved by binding arbitration, rather than in court, except that you or Owner may assert claims in small claims court if they qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent – Paracorp Incorporated, 2140 S. DuPont Hwy., Camden, DE 19934. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. The arbitration costs and expenses of each party shall be borne by that party.

You and Owner each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND OWNER EACH WAIVE ANY RIGHT TO A JURY TRIAL.

Notwithstanding the foregoing provisions of this section, Owner may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of Owner’s, its affiliates’, or and third party’s intellectual property or other proprietary rights, and the prevailing party in such a proceeding shall be entitled to recover from the other party such prevailing party’s reasonable attorneys’ fees and expenses arising from such action.

Other Provisions. No amendment or waiver of any provision of this Agreement is binding on Owner unless in writing and signed by Owner in each instance. This Agreement binds, and will inure to the benefit of, the parties and their respective successors and assigns. You may not assign your rights or delegate your obligations under this Agreement. In the event any provision of this Agreement is held by a court of competent jurisdiction or arbitrator to be unenforceable in any jurisdiction, then such portion or provision will be deemed to be severable as to such jurisdiction (but, to the extent permitted by applicable laws, not elsewhere) and will not affect the remainder of this Agreement, which will continue in full force and effect. If any provision of this Agreement is held to be so broad as to be unenforceable, such provision will be interpreted to be only as broad as is necessary for it to be enforceable. Owner and its affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond Owner’s or its affiliates’ reasonable control. This Agreement shall be construed as if both you and Owner jointly prepared it, and no provision shall be construed against Owner on the basis that Owner prepared it. You acknowledge and agree that any breach or threatened breach by you of any of the covenants and restrictions related to usage of Closepin, intellectual property, proprietary information, termination, and your other responsibilities contained in this Agreement will give rise to irreparable injury which may not be adequately compensated by damages and, therefore, you agree that in the event of any such breach or threatened breach, Owner may seek and shall be entitled to injunctive relief and to the enforcement of these covenants and restrictions by specific performance, in addition to any other rights and remedies available hereunder or under applicable law. If you place a telephone call to Owner, you acknowledge and agree that the call may be recorded by Owner for quality assurance, training, and record-keeping purposes.

Electronic Communications and Signatures. When you use Closepin, or you send e-mails, text messages, or other communications from your desktop or mobile device to Owner or Closepin, you are communicating electronically. You consent to receive communications from Owner and Closepin electronically, such as e-mails, text messages, mobile push notices, or notices and messages posted on Closepin, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that Owner and Closepin provide to you electronically satisfy any legal requirement that such communications be in writing.

From time to time, you may be asked by Closepin to “click-to-accept”, to type your name, or to provide some other type of verification in order to make certain acknowledgements and agreements. You agree that, by clicking “ACCEPT” (or its equivalent), by typing your name, or by providing any other type of electronic confirmation that is requested, you are providing an electronic signature to Closepin that creates a legally binding obligation on you. You further acknowledge and agree that your electronic signature is the legal equivalent of a manual signature, and that no certification authority or other third party verification is necessary to validate the electronic signature in order to make the signature enforceable or evidence of a resulting contract.

Dated: February 20, 2017
Version 1


CONSUMERS

DISCLAIMER: READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT IS A BINDING LEGAL DOCUMENT BETWEEN YOU AND WESTCOR TECH, LLC REGARDING YOUR USE OF CLOSEPIN. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS OF USE, DO NOT USE CLOSEPIN.

I. GENERALLY.

These Terms and Conditions of Use constitute a legal agreement (the “Agreement”) between you and Westcor Tech, LLC (“Owner”) regarding your use of Owner’s website, www.closepin.com, and the interactive tools and content contained on that website (collectively “Closepin”). You will be deemed to have accepted and agreed to all of the terms and provisions of this Agreement each time you access and use Closepin. If you do not agree to all of the terms and provisions of this Agreement, you are not permitted to access or use Closepin.

Your right to use Closepin is subject to this Agreement and the following policies that are posted on Closepin from time to time: (i) the privacy policy; and (ii) any additional terms and conditions of use posted on Closepin from time to time (collectively, the “Policies”). Owner may modify this Agreement and the Policies at any time by posting revised versions on Closepin, and the modified versions will become effective immediately upon posting. By continuing to use Closepin after the effective date of any modifications to this Agreement or the Policies, you agree to be bound by those modifications. It is your responsibility to check Closepin regularly for modifications to this Agreement and any Policies.

In order to utilize Closepin, you must establish an account (“Account”) by creating a User ID and password to access and authenticate your Account (“Credentials”) and supplying personal information including, without limitation, your contact information (“User Information”). You may not reveal your Credentials to anyone else. Owner shall not be responsible for any Losses (as defined below) arising out of the unauthorized use of your Account. You agree to provide accurate and complete User Information and to regularly update your User Information to ensure that it remains accurate and complete. You agree that Owner may store and use your User Information for the purpose of maintaining your Account and any other purpose deemed reasonable by Owner. Owner retains the right to suspend or cancel your Account at any time in Owner’s sole and absolute discretion.

You or Owner may terminate your access to Closepin at any time, and for any reason. When your access to Closepin terminates, all rights granted to you under this Agreement shall automatically terminate and revert to Owner, and you shall immediately cease all use of Closepin. Termination of this Agreement or your access to Closepin shall not relieve you of any liability for your breach of any provision of this Agreement accruing or occurring prior to the termination. Owner’s rights, and your obligations, shall survive the expiration or earlier termination of this Agreement.

II. CLOSEPIN’S PRODUCTS AND SERVICES.

Products and Services. Closepin is an online, software-as-a-service (“SaaS”) tool that enables you, as a consumer, to shop and compare closing agents (“Closing Agents”) in your area for real estate sale and finance transactions (“Closing Agent Services”). Closepin also provides the average costs in your area to close real estate sale and finance transactions and obtain title insurance, such as closing fees and title insurance premiums. Closepin also provides reviews and ratings of Closing Agents and specific industry designations to provide you with the ability to compare Closing Agent Services and to verify Closing Agents’ licensure and insurance coverage information as of certain specified times. Closepin utilizes information supplied by Closing Agents and third parties to supply the information that is made available to you on Closepin. CLOSEPIN RELIES ON THESE THIRD PARTY PROVIDERS FOR THE ACCURACY OF THIS INFORMATION, AND THERE IS NO REPRESENTATION, WARRANTY, OR GUARANTEE BEING MADE TO YOU THAT THIS INFORMATION IS ACCURATE, RELIABLE, OR CURRENT IN ANY RESPECT. Your use of Closepin is strictly limited to use for your personal sale, finance, and title insurance transactions, and you may not use Closepin to collect information as an agent for other individuals.

No Guarantee of Pricing. The pricing information provided on Closepin is for informational purposes only, and should not be the sole source of information that you rely on. Closepin makes no representation, warranty, or guarantee to you about the accuracy or availability of any fees quoted on Closepin. You agree to independently verify all rates quoted on Closepin prior to relying on them by contacting the Closing Agent for detailed and final information on pricing.

Closing Agents. When you engage a Closing Agent to provide services to you, you are entering into an agreement directly with that Closing Agent, and not with Owner or Closepin. Closepin reviews certain information regarding Closing Agents – such as licensure and insurance coverages – and makes that information available to you on Closepin. Closepin obtains that information at certain specified times, namely when a Closing Agent creates an account on Closepin and each anniversary thereof, and any time a lender using Closepin (a “Lender”) orders an update. Due to the fact that this information might not be reviewed and updated by Closepin more than once per year, there can be no assurance that it is up to date when viewed by you. Owner does not represent, warrant, covenant, or guarantee to you: (i) that, at any given time, any Closing Agent has the experience, knowledge, certifications, or expertise that the Closing Agent represents having; (ii) that, at any particular time, the Closing Agent is skilled or competent in the services that the Closing Agent provides; or (iii) any aspect of when or how the Closing Agent will perform any duties or obligations.

No Relation to Lenders or Closing Agents. You acknowledge that Lenders and Closing Agents are not affiliates, subsidiaries, principals, agents, employees, or contractors of Owner, and that Owner has no role in how products and services are performed and delivered to you by Lenders and Closing Agents. YOU AGREE THAT YOUR PURCHASE AND USE OF A LENDER’S OR CLOSING AGENT’S PRODUCTS AND SERVICES IS AT YOUR SOLE RISK, AND THAT OWNER IS MAKING NO ASSURANCES TO YOU REGARDING THE QUALITY, PERFORMANCE, OR ACCURACY OF ANY PRODUCTS OR SERVICES PROVIDED BY LENDERS OR CLOSING AGENTS. IF YOU ARE NOT SATISFIED WITH THE NATURE OF PRODUCTS OR SERVICES OR HOW THEY ARE PROVIDED, YOU AGREE TO LOOK SOLELY TO THE LENDER OR CLOSING AGENT, AND NOT TO OWNER, FOR CORRECTION AND REMEDIATION. OWNER DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND COVENANTS ABOUT LENDERS, CLOSING AGENTS, THEIR PRODUCTS AND SERVICES, AND HOW THOSE PRODUCTS AND SERVICES ARE DELIVERED TO YOU.

III. YOUR USE OF CLOSEPIN.

Usage License. Subject to the terms and conditions of this Agreement and the Policies, Owner grants to you a personal, non-exclusive, non-transferable, and revocable license to access and use Closepin. This license to access and use Closepin does not give you any ownership interest in Closepin or any of its associated intellectual property, all of which shall remain the sole and exclusive property of Owner and its licensors (as applicable). Owner reserves the right to update and make changes, additions, or deletions to Closepin (“Modifications”) at any time, for any reason, and without notice to you. All rights in any such Modifications will be owned exclusively by Owner. Owner may make any such Modifications available to you under the terms of this Agreement or any other terms and conditions offered by Owner, and may cease usage of prior versions of Closepin, in its sole and absolute discretion.

Communication of Your Information to Lenders and Closing Agents. For as long as you have an active Account on Closepin, you consent and agree to Owner and Closepin providing the following information and materials concerning you: (i) all contact information associated with your Account to Lenders and Closing Agents so that they may contact you about loan products and Closing Agent Services; and (ii) all information that you have provided through your Account to shop for and select Closing Agents and Closing Agent Services.

Restrictions on Use. You agree that the license granted to you under this Agreement expressly prohibits you from: (i) redistributing, retransmitting, publishing, transferring, commercializing, or otherwise exploiting Closepin; (ii) reverse engineering, decompiling, or modifying Closepin; and (iii) copying or redistributing Closepin, including, without limitation, by creating an archive of any portion or content of Closepin. You agree that you are strictly prohibited from accessing or attempting to access any areas of the computer system where Closepin is hosted. You further agree that you will not: (i) use any robot, spider, other automatic device or manual process to “screen scrape”, monitor, mine, or copy any portion of Closepin or the content contained therein; (ii) spam or send unsolicited communications to any other user of Closepin for any reason; (iii) enter into or transmit via Closepin any information that contains a virus, bug, or other harmful item; (iv) use any device, software, or routine to interfere or attempt to interfere with the proper working of Closepin; (v) enter into or transmit via Closepin any unlawful, fraudulent, harassing, libelous, or obscene information of any kind, or otherwise utilize Closepin for any unlawful, fraudulent, harassing, libelous, or obscene purpose; (vi) enter into or transmit via Closepin any information (including but not limited to, text, imagery, audio recordings, or video recordings) in violation of another party’s copyright or intellectual property rights; (vii) take any action that imposes an unreasonable or disproportionately large load on the infrastructure hosting Closepin; or (viii) violate any laws, regulations, or terms and conditions applicable to you or your use of Closepin. In the event of your breach of any of these restrictions or any other term of this Agreement, Owner may, in addition to all other remedies available to Owner of any type or nature (whether under this Agreement, the Policies, at law, in equity, or otherwise), terminate this Agreement and your usage of Closepin.

Availability. You agree that Closepin may not be available on a continuous or uninterrupted basis and that Closepin may be inaccessible or inoperable for any reason, including, but not limited to, periodic maintenance or repairs, equipment malfunctions, Internet or wireless service interruption or failure, and other causes beyond the control of Owner or that could not be reasonably foreseen by Owner. The use of Closepin on more than one device may result in the loss of data or information. Owner does not guarantee the integrity of information transmitted via Closepin. Owner shall not be liable for the inadvertent disclosure of, or corruption or erasure of, information transmitted, received, or sorted on Owner’s system. Owner shall further not be liable for any Losses which may be suffered by you as a result of the loss of information, your inability to access or use Closepin, or any other service interruptions, regardless of whether they are caused by the fault or negligence of Owner.

Consent to Use of Data. You agree that Owner and its affiliates may, at any time or from time to time in their sole and absolute discretion, monitor, record, collect, and use any data and related information that is inputted into Closepin by you or which is generated by Closepin for you (“Data”). Owner and its affiliates may use Data in any manner, and for any purpose, as Owner or its affiliates decide in their sole and absolute discretion. All Data is subject to a worldwide, perpetual, royalty-free, assignable, and irrevocable license and right in favor of Owner and its affiliates to monitor, record, and permanently retain the Data in any manner permitted by applicable law, to the extent necessary to perform Owner’s obligations under this Agreement, and to analyze, mine, process, aggregate, and to perform any other task or function with respect to Data including, without limitation, the sale of independent or aggregated Data to third parties. Any analysis, database, aggregation, derivative, discovery, or other work developed by Owner or its affiliates from Data shall be their sole and exclusive property, and you hereby waive and disclaim all rights thereto.

Methods of Communication. Owner may notify you with respect to any issue relating to your Account or your use of Closepin by sending an e-mail message to the address associated with your Account or by posting such notice on Closepin. Owner may select either means of communication. Notices shall become effective immediately when sent or posted.

Ratings and Placement. Owner reserves the right to incorporate into Closepin a mechanism permitting you to rate and comment on Closing Agents and their services. You are solely responsible for the content of all ratings and comments that you post on Closepin. If you post a rating or comment on Closepin, you agree to do the following: (i) exercise good-faith and fair dealing in your post; (ii) refrain from using language that is profane, offensive, harassing, or libelous; and (iii) avoid using abbreviations and slang, and use full proper names for any parties that you refer to or address. Owner reserves the right to display your ratings and comments about Closing Agents publicly on Closepin, and to provide those rating and comments directly to Closing Agents, all in any manner that will be determined in Owner’s sole and absolute discretion. Owner may also permit Closing Agents to respond to your ratings and comments, both privately to the e-mail address associated with your Account and publicly by permitting published responses to your ratings and comments. Owner is under no obligation to modify or remove any comments or ratings, or any response by a Closing Agent to your comments or ratings. You acknowledge and agree that ratings and placements that are published about a Closing Agent on Closepin do not constitute a recommendation, endorsement, or opinion of Owner or Closepin about that Closing Agent, and Owner and Closepin assume no responsibility for the content or accuracy of any reviews posted by other users on Closepin. UNDER NO CIRCUMSTANCE SHALL OWNER OR CLOSEPIN BE DEEMED TO MAKE ANY RECOMMENDATION ABOUT ANY CLOSING AGENT.

IV. NOTICES.

Third Party Websites and Services. Closepin invokes a number of websites, software, and services that were not developed or are not operated by Owner and that are not under the control of Owner, including, but not limited to, your mobile phone’s or computer’s operating system, browser, email and SMS programs, dialer, and other websites and services. Owner cannot assure you that these third party websites and services will function and expressly denies any liability related to such third party websites and services.

DISCLAIMER OF WARRANTIES. CLOSEPIN, INCLUDING ALL OF ITS CONTENT, APPLICATIONS, AND FUNCTIONS, IS PROVIDED “AS IS,” “WITH ALL FAULTS,” AND WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED. OWNER DISCLAIMS ALL WARRANTIES WITH RESPECT TO CLOSEPIN, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CONDITION, UNINTERRUPTED USE, MERCHANTABILITY OF COMPUTER PROGRAMS, AND DATA ACCURACY, EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.  OWNER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE OPERATION OF CLOSEPIN, THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF, CLOSEPIN CONTENT, AND OWNER MAKES NO COMMITMENT TO UPDATE CLOSEPIN OR ITS CONTENT. OWNER DOES NOT WARRANT THAT ANY CONTENT AVAILABLE FOR ACCESS ON CLOSEPIN, IF ANY, WILL BE FREE FROM INFECTION, VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. OWNER DOES NOT WARRANT THAT CLOSEPIN WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS IN CLOSEPIN WILL BE CORRECTED. YOU AGREE THAT FROM TIME TO TIME OWNER MAY REMOVE, DISCONTINUE, OR CANCEL ANY ASPECT OF CLOSEPIN FOR AN INDEFINITE PERIOD OF TIME WITHOUT NOTICE TO YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OWNER OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE OR BE DEEMED TO CREATE ANY REPRESENTATION, WARRANTY, OR COVENANT OF ANY TYPE OR NATURE WHATSOEVER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER; THEREFORE, IN SUCH AN EVENT, THE FOREGOING PROVISIONS SHALL BE CONSTRUED TO PROVIDE THE MAXIMUM EXCLUSION AND LIMITATION OF WARRANTIES AS PERMITTED BY SUCH APPLICABLE LAW.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO CASE SHALL OWNER OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, OR LICENSORS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE, OR INABILITY TO USE, CLOSEPIN OR ANY SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN SUCH AN EVENT, THE FOREGOING PROVISIONS SHALL BE CONSTRUED TO PROVIDE FOR THE MAXIMUM LIMITATION OF LIABILITIES AS PERMITTED BY SUCH APPLICABLE LAW.  In no event shall Owner’s total liability to you for damages, other than as may be required by applicable laws, exceed the amount of Fifty and No/100 Dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. Owner will not entertain or respond to any claim that it believes is false, fraudulent, or made in bad-faith.

Title Insurance Is Optional. Title insurance is an optional insurance product, and is not required by law. While most lenders will require a lender’s title insurance policy as a condition to financing real estate, you are not required to obtain an owner’s policy of title insurance in most instances. Any representation to the contrary by a Closing Agent could be unlawful. However, title insurance can provide valuable protection of your investment in real estate. If you have any questions about how title insurance works, or how much it should cost, you should speak to an attorney.

V. YOUR ADDITIONAL RESPONSIBILITIES.

Indemnity and Waiver. To the maximum extent permitted by law, you agree to indemnify, save, pay, insure, defend, protect, and hold harmless Owner, its affiliates, and their respective members, managers, officers, employees, affiliates, agents, contractors, principals, and licensors from and against any and all claims, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees through all levels of adjudication, including settlement and appeal) (collectively, “Losses”) arising out of or accruing from: (i) your use or misuse of Closepin; (ii) any breach by you of your obligations under this Agreement or any of the Policies; (iii) your violation of any applicable laws; (iv) any products or services provided by Lenders or Closing Agents to you; (v) any claim brought by a Lender or a Closing Agent or any other third party relating to you; and (vi) any act of fraud, negligence, or willful misconduct made by you.

Additional Representations, Warranties, and Covenants. By using Closepin, you represent, warrant, and covenant to Owner that, at all times: (i) you are at least eighteen (18) years old; (ii) you have full power and authority to enter into this Agreement, and to abide by all of the terms and conditions of this Agreement and the Policies; (iii) you have all of the rights, powers, and privileges necessary and required in order to grant the licenses set forth in this Agreement; (iv) all information that you input into Closepin will be true, correct, and complete at all times; and (v) you will not engage in any obscene, offensive, or harassing behavior through Closepin and will conduct yourself in a professional, workmanlike, first-class, and courteous manner at all times.

VI. MISCELLANEOUS PROVISIONS.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida (without regard to the principles thereof relating to conflicts of law) and, where, applicable the Federal Arbitration Act and other applicable federal law, in each case without regard to principles of conflict of laws.

BINDING ARBITRATION. Any dispute or claim relating in any way to this Agreement, the Policies, or your use of Closepin will be exclusively resolved by binding arbitration, rather than in court, except that you or Owner may assert claims in small claims court if they qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent – Paracorp Incorporated, 2140 S. DuPont Hwy., Camden, DE 19934. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. The arbitration costs and expenses of each party shall be borne by that party.

You and Owner each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND OWNER EACH WAIVE ANY RIGHT TO A JURY TRIAL.

Notwithstanding the foregoing provisions of this section, Owner may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of Owner’s, its affiliates’, or and third party’s intellectual property or other proprietary rights, and the prevailing party in such a proceeding shall be entitled to recover from the other party such prevailing party’s reasonable attorneys’ fees and expenses arising from such action.

Other Provisions. No amendment or waiver of any provision of this Agreement is binding on Owner unless in writing and signed by Owner in each instance. This Agreement binds, and will inure to the benefit of, the parties and their respective successors and assigns. You may not assign your rights or delegate your obligations under this Agreement. In the event any provision of this Agreement is held by a court of competent jurisdiction or arbitrator to be unenforceable in any jurisdiction, then such portion or provision will be deemed to be severable as to such jurisdiction (but, to the extent permitted by applicable laws, not elsewhere) and will not affect the remainder of this Agreement, which will continue in full force and effect. If any provision of this Agreement is held to be so broad as to be unenforceable, such provision will be interpreted to be only as broad as is necessary for it to be enforceable. Owner and its affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond Owner’s or its affiliates’ reasonable control. This Agreement shall be construed as if both you and Owner jointly prepared it, and no provision shall be construed against Owner on the basis that Owner prepared it. You acknowledge and agree that any breach or threatened breach by you of any of the covenants and restrictions related to usage of Closepin, intellectual property, proprietary information, termination, and your other responsibilities contained in this Agreement will give rise to irreparable injury which may not be adequately compensated by damages and, therefore, you agree that in the event of any such breach or threatened breach, Owner may seek and shall be entitled to injunctive relief and to the enforcement of these covenants and restrictions by specific performance, in addition to any other rights and remedies available hereunder or under applicable law. If you place a telephone call to Owner, you acknowledge and agree that the call may be recorded by Owner for quality assurance, training, and record-keeping purposes.

Electronic Communications and Signatures. When you use Closepin, or you send e-mails, text messages, or other communications from your desktop or mobile device to Owner or Closepin, you are communicating electronically. You consent to receive communications from Owner and Closepin electronically, such as e-mails, text messages, mobile push notices, or notices and messages posted on Closepin, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that Owner and Closepin provide to you electronically satisfy any legal requirement that such communications be in writing.

From time to time, you may be asked by Closepin to “click-to-accept”, to type your name, or to provide some other type of verification in order to make certain acknowledgements and agreements. You agree that, by clicking “ACCEPT” (or its equivalent), by typing your name, or by providing any other type of electronic confirmation that is requested, you are providing an electronic signature to Closepin that creates a legally binding obligation on you. You further acknowledge and agree that your electronic signature is the legal equivalent of a manual signature, and that no certification authority or other third party verification is necessary to validate the electronic signature in order to make the signature enforceable or evidence of a resulting contract.

Dated: February 20, 2017
Version 1