Vendor Terms

CLOSINGCORP SERVICE PROVIDER NETWORK TERMS AND CONDITIONS

Last Revised: December 2016

 

These terms and conditions (“Agreement”) constitute a legal agreement between you, regardless of your corporate form or if you are an individual, and us, and govern your use of the Service (defined below).

By registering to use the Service, you acknowledge that you are becoming a member of our network of settlement service providers, and that you have read and understand the terms of this Agreement and agree to be bound by them. If you are entering into this Agreement on behalf of a company or other legal non-person entity, you represent that you have the authority to bind that entity to this Agreement, in which case the terms “you” or “your” shall refer to that entity. If you do not have the authority to bind that entity, or if you do not agree to be bound by this Agreement, you are not permitted to use the Service. “We,” “us,” and “our” refer to ClosingCorp Inc.

  1. Definitions
    The following defined terms are used in this Agreement, and in other terms and schedules contained throughout the Service:

    • “Content” means all data, information, material, and other content provided by us or by third parties and contained in or made available through the Service, including, without limitation, settlement service provider rate and fee information, provider contact information, and other information related to the closing of a residential real estate transaction.
    • “Fee” means any applicable fee payable by you to us under this Agreement.
    • “Service” means our primary online website, accessible at www.closing.com, and any of our other services (including without limitation the SmartFeesSM Service, SmartCalcSM Service, and DART® Service), along with any of our other websites, services included on affiliated websites, all Content, and any related ancillary services (such as support) rendered to you by us.
    • “Service User” means any person or entity, other than you and Your Users, who accesses or uses the Service.
    • “Related Data” means any data or information associated with or arising out of your use of the Service (other than Your Content).
    • “Your Content” means any data, information, material, or other content provided or submitted by you or any of Your Users to the Service in the course of using the Service or fulfilling your obligations under this Agreement. Your Content includes, without limitation, descriptions, information, and rates and fees (whether published generally or customized for particular Service Users) regarding you and Your Services, as well as any data or material accessible via links created by you or Your Users to or from the Service.
    • “Your Services” means any product or service provided, promoted, or otherwise made available by you or any of Your Users through the Service, which may include title insurance, settlement, escrow, home warranty, flood certification, pest inspection, or other residential real estate settlement-related services.
    • “Your User” means any person or entity who accesses or uses the Service by or through your facilities or accounts.
  2. Provision of the Service
    During the term of this Agreement, we will make the Service available to you for your use as permitted by, and in accordance with, this Agreement. We reserve the right to modify the Service as we deem necessary or desirable in our sole business judgment, but, in general, the Service will provide features and functionalities enabling you to: (a) add, delete, modify, and otherwise manage Your Content and Your Services as they are presented in the Service; and (b) make available Your Content and Your Services for access and potential selection by Service Users. We will provide the Service consistent with industry standards pertaining to availability, uptime, security, and redundancy, designed to make the Service available 24 hours per day, 7 days per week, 365 days per year, free of material recurring interruptions or degradations in functionality or availability.
  3. License to Use the Service
    Subject to the rest of this Agreement and your compliance with it, we grant you a license, during the term of this Agreement, to use the Service solely in connection with the marketing, promotion, sales, or other distribution of Your Services. This license is non-exclusive and non-transferable. There are several important restrictions that limit your use of the Service and your rights under the license granted. Unless we give you written permission, you shall not (and shall ensure that Your Users do not): (i) sell, license, assign rights to, or commercially exploit the Service in any way not specifically described in this Agreement; (ii) access or use the Service to compete with us; (iii) copy, modify, aggregate, harvest data from, or make derivative works based on the Service (including to create a database, directory, or mailing list with any Content); (iv) use the Service for the purpose of transmitting unsolicited communications to third parties; or (v) use the Service in violation of this Agreement or applicable law, rules, or regulations.
  4. License to Use Your Content
    You grant us a worldwide, perpetual, royalty-free, irrevocable, fully paid-up, non-exclusive right and license in Your Content to, without restriction, use, reproduce, adapt, publish, display, perform, translate, create derivative works from, and distribute Your Content (including as incorporated into the Service and Related Data), regardless of the form, medium, or technology employed for such distribution (and including distribution to and by affiliates or parties we contract with, regardless of the technology platform, conduit, or other technological method of delivery).
  5. Delivery and Accuracy of Your Content
    You shall deliver Your Content to us, in the manner and format we dictate, as soon as possible after your initial registration through the Service, including complete, detailed, and accurate rate and fee data for Your Services. “Complete,” as used in this section 5, means all applicable rates, fees, and other amounts corresponding to all of Your Services and all relevant service areas (e.g., if you are a title insurance provider, title insurance rates, endorsement amounts, and settlement-related fees for every state of coverage).
    Throughout the term of this Agreement, you shall ensure that all of Your Content is and remains truthful, accurate, up-to-date, and in compliance with applicable law. You shall proactively notify us of any changes to Your Content (including your service areas) at least thirty days in advance of the effective date of the change (unless you are unable to do so due to legal or regulatory restrictions, in which case you will provide us with as much advance notice as possible). We may periodically contact you to verify the accuracy of Your Content, in which case you shall provide us with all applicable updates, in the manner and format we request, as soon as possible.
    In addition, and without limiting the foregoing, to the extent any of Your Content is reflected on a Good Faith Estimate or Loan Estimate for a mortgage loan that is in process, you shall continue to honor such Content until the loan closes (even if this Agreement is terminated before such time).
    If you breach any of your obligations under this section 5 and we suffer a monetary loss as a result (including by way of our reimbursing a lender for a TRID violation pursuant to our SmartFees Service Guarantee), you shall reimburse us for such loss promptly upon request. Further, any breach of this section 5 will be deemed a material breach of the Agreement, and will entitle us to terminate this Agreement immediately upon written notice to you.
  6. Professionalism and Insurance
    You shall use the Service, provide Your Services, and otherwise conduct your business and interactions with us and Service Users consistent with generally accepted standards of quality, ethics, and professionalism for your industry(ies) and in compliance with applicable law (including without limitation RESPA and TRID). You shall maintain adequate insurance consistent with the best commercial practices of your industry(ies) and, upon our request, provide evidence of that insurance in the form of a current and valid certificate of insurance reflecting your coverages.
  7. Responsibility for Usage of the Service
    You are responsible for all activity occurring under your accounts or through access or use of the Service through your facilities (including acts and omissions of Your Users). You shall not (and shall ensure that Your Users do not), use the Service to process, store, or transmit any data, information, or other material which infringes the copyright, trademark, trade secret, or other intellectual property rights of others, violates the privacy, publicity or other personal rights of others, or which is illegal, defamatory, harassing, indecent, obscene, offensive, false or misleading, threatening, abusive, invasive of privacy or hateful (all as determined in our reasonable discretion); and you understand that we may reject, block access to, or remove any such information or materials. You shall keep all account information, including user IDs and passwords, and other means to access non-public portions of the Service, confidential and disclose them only on a “need-to-know” basis.
  8. Transactions with Other Users
    We are not a party to any transaction between you and any Service User, even if that transaction is facilitated through the Service. We disclaim all responsibility and liability for these transactions to the fullest extent permitted by law.
  9. We are not a Seller or Provider of Settlement Services
    You acknowledge that the display of Your Content on or through the Service does not constitute the offering or referral of settlement services by or from us under any circumstance.
  10. Ownership
    We (and our licensors, where applicable) own all right, title, and interest, including all related intellectual property rights, in and to the Service and all Content (other than Your Content) and Related Data, as well as any suggestions, ideas, enhancement requests, feedback, or recommendations relating to the Service. The “ClosingCorp” name, “Closing.com” name and logo, and the product and service names and logos associated with the Service are trademarks or service marks of ours or of third parties, and no right or license is granted to you to use them for any purpose whatsoever.
  11. Fees and Payment
    You agree to pay us all Fees set forth or described through the registration process for the Service or on invoices delivered to you during the term of this Agreement.
    We reserve the right to specify the manner by which all Fees must be paid. If you are paying any Fees by credit card, you shall provide us with a valid credit card number as a condition to using the Service, and we will automatically charge your credit card for all Fees incurred under this Agreement, without the requirement of your signature or any additional action on your part. If we invoice you for any Fees, all amounts will be due within ten days of the invoice date. You are responsible for all taxes, levies, or duties related to the Service or Fees, excluding only United States (federal or state) taxes based solely on our income. You agree to provide us with complete and accurate billing, credit card, and contact information throughout the term of this Agreement, and to update this information promptly following any change to it. We reserve the right to suspend your and Your Users’ access to the Service if you do not make any payment when due. Any applicable Fees will continue to accrue and be payable during any period of suspension.
  12. Additional Features and Functionality
    From time to time, we may offer new or additional Service features or functionality. Additional terms, Fees, or both may apply to these features or functionality and such additional terms and Fees will be deemed part of this Agreement (and if they conflict with other terms of this Agreement, they shall control with respect to such new or additional features). Subscribing to or using such new or additional features or functionality constitutes your consent to such additional terms and Fees.
  13. Term and Termination
    The initial term of this Agreement is one year following your initial registration on the Service. At the end of the initial term, this Agreement will automatically renew for successive twelve-month periods unless terminated in accordance with this section 13.
    Either of us may terminate this Agreement at any time, for any reason or for no reason, by providing at least thirty days’ advance written notice to the other. If you terminate this Agreement, or we terminate this Agreement due to your breach or other reasonable cause, we will not be obligated to refund any portion of any Fees that have been prepaid as of the date of termination. In addition, we reserve the right to suspend your or any of Your Users’ access to the Service if (a) you breach the Agreement or (b) one of Your Users commits an act or omission which would be a violation of this Agreement if done (or not done) by you or, in our reasonable discretion, poses a risk of disruption or interference with the Service or with any other user’s use of the Service. Upon termination of this Agreement for any reason, all licenses granted to you will terminate immediately, and you shall promptly discontinue all use of the Service by Your Users. Within a commercially reasonable time after termination, we will cease to make Your Content available to Service Users. Sections 3(i)-(v), 5, 7, 8, 9, 10, 11, 13, 14, 15, 16 and 18 of this Agreement will survive termination.
  14. Disclaimer
    EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, WE DO NOT MAKE ANY REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE SERVICE (E.G., RELIABILITY, QUALITY, ACCURACY, OR SUITABILITY), WHETHER EXPRESS OR IMPLIED. THE SERVICE IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. IT IS SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND WE ARE NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM THESE KINDS OF PROBLEMS.
  15. Limitation of Liability
    WE ARE NOT LIABLE TO YOU FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE SERVICE. THIS IS TRUE EVEN IF WE HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF THESE KINDS OF DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE GREATER OF ONE THOUSAND DOLLARS OR THE FEES WE HAVE ACTUALLY RECEIVED FROM YOU DURING THE IMMEDIATELY PRECEDING TWELVE MONTHS.
  16. Indemnifications
    You shall indemnify and hold us and our officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) any of Your Content; (ii) any breach by you of this Agreement, or any act or omission of any of Your Users which would constitute a violation of this Agreement if done by you, including, without limitation, your failure to honor Your Content as displayed in the Service per section 5, above; (iii) any failure by you to comply with applicable law; or (iv) any transaction or interaction between you or any of Your Users and any person (including any Service User), regardless of whether such transaction or interaction was facilitated by or through the Service.
  17. Modification of Terms
    We may modify this Agreement at any time, effective upon posting an updated version on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any changes to this Agreement have been posted will constitute your consent to such changes. However, we will use reasonable efforts to provide advance, clear notice (on the Service or directly through your account or via e-mail) of any material changes to our Service or this Agreement.
  18. General Provisions
    This Agreement makes us independent contractors. Neither of us may bind the other nor tell a third party that we have the right to bind the other. This Agreement includes any other terms available on the Service, all of which are incorporated by reference herein, including but not limited to our Privacy Policy and any Terms of Use as may be published on closing.com from time to time. In the event of a conflict between this Agreement and any other terms available on the Service, the terms of this Agreement will control. This Agreement contains our entire understanding regarding your use of the Service, provided that any written, “paper” (i.e., non-clickwrap) agreements previously executed between us will remain in full force and effect, and, to the extent of any conflict between such previous “paper” agreements and this Agreement, the previous agreements will control. This Agreement will be interpreted and enforced according to California law. Any disputes arising out of this Agreement must be brought and tried in the courts located in San Diego, California, and each of us irrevocably consents to personal jurisdiction and exclusive venue in these courts. You may not assign, sublicense, or delegate this Agreement without our prior written consent (which will not be unreasonably withheld), and any purported assignment, sublicense, or delegation without our consent will be void. We may freely assign this Agreement to any third party.