These Terms of Service (“Terms”) are a contract between you and ClosingWell LLC (referred to in these Terms as “ClosingWell”, “us”, “we”, or “our”), the provider of the ClosingWell website (the “Site”) and the online application accessible from the Site (that application, together with the Site are referred to herein as the “Service”). By using the Service, you agree to be bound by these Terms. If you violate any of these Terms, we reserve the right to cancel your access to the Service.

Account & Password. Your ClosingWell account provides you with a non-exclusive, non-transferable, non-sublicensable right to access the Service. You may only use and register to become a user of the Service if you are of sufficient legal age and can enter into binding contracts under the applicable laws. Only you may access and use your account; sharing your account with others is prohibited. You are responsible for maintaining the security of your account, including (but not limited to) the secrecy of your password, login and account information, and the device used for multi-factor authentication. This includes (but is not limited to) using a strong, unique password to secure your account and not reusing that password for other sites and services. ClosingWell will not be liable for any loss or damage from your failure to comply with these security obligations. Personally identifiable information submitted by you will be subject to our Privacy Policy. You will be responsible for all use of the Service by you, anyone using your password and login information (with or without your permission) and anyone who you allow to access your information. If you have reason to believe that your account is no longer secure (e.g. loss, theft or unauthorized disclosure or use of your information or computer or mobile device used to access the Service), you must promptly notify us and take necessary steps to update or change the affected personal information.

SMS Text Messages. By using the Service, you consent to receiving SMS text messages from ClosingWell, including (but not limited to) for security, authentication, and authorization purposes. ClosingWell does not send SMS text messages for marketing purposes and will never ask for you to reply to a SMS text message with sensitive information. We strongly recommend that you create a contact for ClosingWell on your mobile device to prevent others from pretending to be ClosingWell.

Restrictions. You agree to be fully responsible for all activities that occur in your account. You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction, including, among other things, by:

You may purchase access to the Service either through ClosingWell's website or by executing an Order Form. The fees described in the invoice are due to ClosingWell according to the terms outlined in the invoice, whether or not you continue to use the Service. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of such taxes, levies, or duties, excluding only United States (federal or state) income taxes. You agree to pay for any taxes that might be applicable to your use of the Service or payments made by you in connection with your use of the Service.

If you execute an Order Form, you will make a payment to ClosingWell in accordance with the terms of such Order Form.

If you purchase access through the ClosingWell website, the price, method of payment, and payment terms shall be presented to you in an invoice provided to you by email and / or through the Service. Charges are billed in advance and are nonrefundable unless otherwise stated herein.

Services Purchased via Executed Order Form
If you purchase Services by executing an Order Form, the price of the Service is fixed for the term of the service agreement. Upon renewal, the price is subject to review and potential adjustment. Any changes will be communicated with at least 90 days’ notice before renewal, and will reflect factors such as market conditions, the introduction of new features or services, and enhancements to the Service. We endeavor to ensure that any price increases are modest and reflect only the essential adjustments necessary to maintain the high quality of service our customers expect. Our commitment is to make such changes immaterial in impact, aligning with our dedication to customer satisfaction and long-term partnership.

ClosingWell reserves the right at any time to modify the Service (or any part thereof) with or without notice. However, no material modification or discontinuance is permitted without your prior consent. ClosingWell endeavors to ensure the services are available (which means users can log on and access the Service) 99.5% of the time (availability determined by the % of minutes access is available versus monthly minutes access should be available). ClosingWell will notify you of scheduled downtime. If service availability drops below 95%, you are entitled to terminate and receive a pro rata refund for the remainder of the service term. All requests for termination related to service availability must be submitted in writing.

Services Purchased via the ClosingWell Website
ClosingWell reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. However, we will make our best efforts to notify you of any upcoming system maintenance and / or service disruptions.

If you purchase Services through the ClosingWell website, the price of the Service is subject to change. We will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

We reserve the right, in our sole discretion, to change, modify, add to, supplement or delete any portion of these Terms at any time, effective with or without prior notice; provided, however, that we will use reasonable efforts to provide you with notification of any material changes (as determined in our sole discretion) by email. You are responsible for remaining knowledgeable about these Terms.

If any future changes to these Terms are unacceptable to you or cause you to no longer be in compliance, you must immediately stop using the Service. Your continued use of the Service following any revision to these Terms constitutes your complete acceptance of any and all such changes. Any changes to the Terms will supersede all previous versions of the Terms. Any new features that augment or enhance the current Service, including the release of new tools and resources, will be subject to these Terms. Unless otherwise specified herein, all changes to these Terms apply to all users, including those enrolled before the date the changes take effect. Furthermore, we may terminate this agreement with you under these Terms at any time by notifying you in writing (including by email) and / or, if you are a registered user, by cancelling your account and your access to your account.

You agree and acknowledge that the Service is the property of ClosingWell and is protected by U.S. and international intellectual property laws. You may not duplicate, copy, or reuse any portion of the Service (including, but not limited to, visual design elements) without express written permission. You do not acquire any ownership rights by using the Service. You will not and will not permit any third party to: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service. You will also not modify, translate, or create derivative works based on the Service.

The contents of the Service are copyrighted under the United States copyright laws. The name ClosingWell, together with the ClosingWell logos, may not be used without our express written permission.

We claim no ownership rights over the content submitted or created exclusively by you using the Service. By using the Service, you grant ClosingWell a perpetual, non-exclusive, royalty-free, irrevocable, worldwide, and transferable right and license to use all data and content created or generated on the Service for the purposes of providing and improving the Service. You agree and acknowledge that ClosingWell will be free to use any and all data and content created or generated on the Service to make modifications, additions, or improvements to the Service and for other development. For the avoidance of doubt, ClosingWell will not sell your data to third parties.

You may not sell, sublicense, create derivative works from, or transfer to third parties the data or content available on the Service. You will also be solely liable for any content you upload, share, provide, or distribute through the Service, and you acknowledge and accept that ClosingWell does not filter or moderate such content.

In some cases, it is necessary for ClosingWell personnel to access your account in order to diagnose a problem. When you contact our support team it is implied that you are allowing ClosingWell personnel to access your account, if necessary, in order to be helpful. If you wish to receive assistance without granting permission to your account, please specify as much in your communication with our support team and those requests will be honored to the extent possible.

ClosingWell shall (to the best of its ability) maintain appropriate organizational and technical measures for protection of the security (including protection against unauthorized or unlawful processing of data, and against unlawful or accidental destruction, alteration or damage or loss, unauthorized disclosure of, or access to, sensitive information), confidentiality, and integrity of your data.

You agree to indemnify and hold ClosingWell, its parents, subsidiaries, affiliates, officers, partners, employees, and contractors harmless from any claim or demand, charge, liability, damages, expenses or loss, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Service, use of your account by any third party, your violation of these Terms, any infringement by you or any third party using your account, or any claim that you have violated any applicable law(s), regulation(s), or the rights of any individual.

SAVE AS EXPRESSLY SET OUT HEREIN, THE SERVICE AND ITS CONTENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. CLOSINGWELL IS A DISTRIBUTOR AND NOT A PUBLISHER OF THE CONTENT SUPPLIED BY USERS AND THIRD PARTIES; AS SUCH, CLOSINGWELL EXERCISES NO EDITORIAL CONTROL OVER SUCH CONTENT AND MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, RELIABILITY OR CURRENCY OF ANY INFORMATION, CONTENT, SERVICE OR MERCHANDISE PROVIDED THROUGH OR ACCESSIBLE VIA THE SERVICE. WITHOUT LIMITING THE FOREGOING, CLOSINGWELL SPECIFICALLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS IN ANY CONTENT TRANSMITTED ON OR IN CONNECTION WITH THE SERVICE OR ON SITES THAT MAY APPEAR AS LINKS ON THE SERVICE, OR IN THE PRODUCTS PROVIDED AS A PART OF, OR OTHERWISE IN CONNECTION WITH, THE SERVICE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY CLOSINGWELL OR ANY OF ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS OR THE LIKE WILL CREATE A WARRANTY. PRICE AND AVAILABILITY INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE. WITHOUT LIMITING THE FOREGOING, CLOSINGWELL DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, UNCORRUPTED, TIMELY, OR ERROR-FREE, THAT THE DEFECTS WILL BE CORRECTED OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ClosingWell (together with our officers, managers, members, employees, representatives, affiliates, and providers), to the extent permitted by law, hereby expressly exclude any responsibility and liability for any general, indirect, incidental, special, aggravated, exemplary, punitive, consequential or any other damages, or for lost profits, lost money, lost data, or business interruption in any way whatsoever arising out of the use of, or inability to use, the Service, whether or not ClosingWell is advised of the possibility of such damages.

ClosingWell is not liable, and denies responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Services, your ClosingWell account, your data, or your failure to use or implement anti-fraud measures, security controls, or any other data security measure, except as a result of ClosingWell’s gross negligence or willful misconduct. ClosingWell further denies responsibility for all liability and damages to you or others caused by (a) your access or use of the Service inconsistent with the Service's intended use; (b) any unauthorized access of servers, infrastructure, or data used in connection with the Service; (c) interruptions to or cessation of the Service; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Service; (e) any errors, inaccuracies, omissions, or losses in or to any data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others.

In particular, ClosingWell has no liability in connection with the processing of wire transfers, payments, or other financial transactions made, received, or attempted by users of the Service or the organizations / entities that those users represent.

You agree to limit any additional liability not disclaimed or denied by ClosingWell under these Terms to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of fees paid by you to ClosingWell during the three-month period immediately preceding the event that gave rise to your claim for damages.

These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

The operation of the Service may be affected by numerous factors beyond our (or our suppliers' or vendors') control. The operation of the Service, whether by us, our suppliers or vendors, may not be secure. Security and privacy risks cannot be eliminated. Password protection and any other security measures may not prevent unauthorized access to your data in the Service.

We provide the Service from facilities in the United States. We do not claim, and we cannot guarantee that Service we provide from the United States is or will be appropriate or available for any other location or jurisdiction, comply with the Laws of any other location or jurisdiction, or comply with Laws governing export, import, or foreign use.

Any claim or cause of action against ClosingWell arising out of or related to use of the Service must be filed within twelve (12) months after such claim or cause of action arose or be forever waived.

We reserve the right to investigate and prosecute violations of any of these Terms to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting those who violate the Terms. You acknowledge that ClosingWell has no obligation to prescreen or monitor your access to or use of the Service or any information, materials or other content provided or made available through the Service, but has the right to do so. You hereby agree that ClosingWell may, in the exercise of our sole discretion, remove or delete any data, accounts or other content that violates these Terms or that is otherwise objectionable. In such case, you are not entitled to any claims for compensation, damages, or reimbursement, nor are you exempt from paying any applicable fees associated with your use of the Service.

These Terms and any controversy, claim or dispute arising under or related to these Terms will be construed, pursued and resolved in accordance with and will be governed by the laws of Delaware, United States without regard to its conflicts of laws provisions. You irrevocably consent to the exclusive jurisdiction of the courts of Delaware and the federal courts situated in Delaware in connection with any action or dispute arising between the parties under or in connection with these Terms.

If you take any legal action relating to your use of the Service or these Terms, you agree to file such action only in the state and federal courts located in Delaware. In any such action or any action we may initiate, the prevailing party will be entitled to recover all legal expenses incurred in connection with the action, including but not limited to costs, both taxable and non-taxable, and reasonable attorney fees. To the extent permitted by law, you agree that any disputes, claims and causes of action arising out of or connected with the Service and / or these Terms, will be resolved individually, without resort to any form of class action.

These Terms and all policies and procedures that are incorporated by reference constitute the entire agreement between you and ClosingWell for provision and use of the Service. Except where expressly stated otherwise in a writing executed between you and ClosingWell, these Terms will prevail over any conflicting policy or agreement for the provision or use of the Service. These Terms set forth your exclusive remedies with respect to the Service. If any provision or portion of these Terms is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of ClosingWell. ClosingWell will be entitled to seek injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach by you. If we fail to act with respect to your breach or anyone else's breach on any occasion, we are not waiving our right to act with respect to future or similar breaches.

If a court finds any of these Terms to be unenforceable or invalid, that Term will be enforced to the fullest extent permitted by law and all of the other Terms will remain valid and enforceable. These Terms, together with those agreements made a part of these Terms by reference, make up the entire agreement between us relating to your use of the Service and replace any prior understandings or agreements (whether oral or written) regarding your use of the Service.

ClosingWell operates and controls the Service from its offices in the United States. The Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. Accordingly, those persons who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. These Terms contains the entire understanding, and supersedes all prior understandings, between you and ClosingWell concerning its subject matter, and cannot be changed or modified by you.

The section headings used in this Agreement are for convenience only and will not be given any legal import.

You may not assign, delegate or transfer your rights or obligations under these Terms. We may assign our rights and duties under these Terms without such assignment being considered a change to the Terms and without notice to you, provided your rights under these Terms are not prejudiced.

ClosingWell may use the name and logos of your organization of employment in its marketing materials or on its website for the sole purpose of marketing the Service. Use of your organization's name and logos is revocable at any time by you.

You wave the right to litigate in court or arbitrate any claim or dispute as a class action, either as a member of a class or as a representative, or to act as a private attorney general.

All notices, requests, consents, claims, demands, waivers, and other communications related to these Terms must be in writing and emailed to legal@closingwell.com.