Portal End-User License Agreement (EULA)

Effective Date: 03/31/2026

1. AGREEMENT TO TERMS

This End-User License Agreement ("Agreement") is a legal agreement between you (“you” or “User”) and CloseSimple, Inc. (“Company,” “we,” or “us”). By accessing the CloseSimple Portal Portal(the “Portal”), you agree to be bound by this EULA. This Portal is provided to you by Company as a service to your real estate title/escrow company or attorney (the “Brand”).

Certain products or services provided through the Portal may be subject to separate agreements between the Brand and CloseSimple.

2. COMPANY’S ROLE

Company is a service provider. Company provides the Portal to you on behalf of the Brand and is not a party to the transactions contemplated between you and the Brand. AS SUCH, COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE INFORMATION, CONTENT, DOCUMENTS, OR ANY OTHER INFORMATION OR INTERACTION BY, BETWEEN, OR AMONG YOU, OTHER USERS OF THE PORTAL, OR THE BRAND. In the event you have a dispute with the Brand, you should resolve that dispute with the Brand directly.

3. LIMITED LICENSE & INTELLECTUAL PROPERTY

Provided you comply with all terms and conditions of this EULA, we grant you a personal, limited, non-exclusive, non-transferable, revocable license to use the Portal solely for the purpose of tracking and managing your specific real estate transaction. The Portal, including, but not limited to, all software, media, materials, and online or electronic documentation associated therewith, and any and all associated patents, copyrights, trade secrets, trademarks, service marks, and trade names, including, but not limited to, the Brand name, Company name, Pizza Tracker™ style workflows, and other branding (collectively, “Portal Intellectual Property”) are the exclusive property of Company or licensed to Company by the Brand. You acknowledge and agree that Company is expressly not selling to you, and you are not acquiring, any right, title or interest in or to any Portal Intellectual Property, except that you are granted only a license to use the Portal in the form provided and as described herein. You acknowledge and agree that such license is personal to you and may not be shared with any other individual or entity.

4. USER ACCOUNTS

You may be given or may create a password or other means of authentication to access the Portal. You are responsible for maintaining the confidentiality and security of your account. When creating an account, you agree to provide accurate and complete information and detail, as required, and to keep it up to date. You are responsible for all activities that occur under your account. We are not responsible for any loss that you may incur as a result of any unauthorized person using your account.

5. TERM AND TERMINATION

This EULA shall remain in effect unless earlier terminated as permitted hereunder (the “Term”). If any underlying services agreement between Company and the Brand is terminated, Company may immediately terminate this EULA and your access to the Portal. If you materially breach this EULA and do not cure that breach within thirty (30) days after receipt of written notice of the breach, we may terminate this EULA for cause. Upon termination of the EULA, you must stop using the Portal and destroy any copies of Portal Intellectual Property within your control.

We may suspend access to the Portal (including by temporarily revoking access, as applicable) in case of: (i) becoming aware of what we deem a credible claim that your use of the Portal violates any applicable law, rules or regulations or infringes upon third party rights; (ii) your use of the Portal is in violation of this EULA or any underlying agreement, or in a manner that interferes with the provision of the Portal; or (iii) in any event where we are entitled to terminate this EULA for cause.

In the event of the termination of this EULA, the license granted hereunder shall immediately terminate and you shall immediately cease accessing and using the Portal. Termination of this EULA shall be without prejudice to any other right or remedy to which we may be entitled under this EULA or applicable law. Termination of this EULA shall not relieve you from any obligations arising hereunder before termination of this EULA or which survive termination of this EULA.

6. LIMITATIONS; USER DATA

You shall comply in full with all applicable laws, rules and regulations in your use of the Portal. You shall not, and shall not attempt to:

  1. make the Portal available to, or use the Portal for the benefit of, anyone other than yourself;
  2. market, sell, distribute, sublicense, use, modify, translate, reproduce, create derivative works from, dispose of, rent, lease, or authorize or permit access or use of any portion of the Portal except as expressly permitted in this EULA;
  3. reverse engineer, decompile, or disassemble the Portal;
  4. interfere with or disrupt the integrity or performance of the Portal;
  5. copy the Portal or any part, feature, or function thereof;
  6. export or use the Portal in violation of U.S. law;
  7. remove any copyright and other proprietary notices contained in the Portal;
  8. use the Portal in a manner which infringes or violates any of the intellectual property, privacy, proprietary, or other rights of any third party; or
  9. access and use the Portal in any manner that is inconsistent with the terms of this EULA.

As between you and Company, you own all right, title, and interest, including all intellectual property rights, in and to the User Data (defined below). You represent that you have all rights necessary to provide and disclose User Data on the Portal and that you will not violate any third-party right, including any intellectual property right. You further agree that User Data will not be obscene, harmful, unlawful, or otherwise violate any applicable regulations. You grant to us a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the User Data for our own legitimate business purposes, including to perform all acts with respect to the User Data as may be necessary for us to provide the Portal to you. “User Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by you or on your behalf through the Portal. We may collect, use and disclose aggregated and de-identified data such as statistical or demographic data for any purpose. Aggregated and de-Identified data could be derived from your personal information but is not considered personal information as this data will not directly or indirectly reveal your identity. Please see the Portal Privacy Policy for more information regarding the processing of your User Data.

7. FINANCIAL TRANSACTIONS

The Portal contains features that facilitate the initiation and coordination of escrow and other payment transactions. Company does not hold, transfer, guarantee, or insure funds. All fund handling is performed by licensed third-party escrow agents and/or payment processors, whose terms govern the processing of such transactions. By initiating a transaction through the Portal, you agree to be bound by the applicable terms of those third-party providers and any additional instructions and terms of the Brand. We are not responsible for transaction failures, delays, or errors caused by third-party processors, banking institutions, or inaccurate information submitted by users.

8. MILESTONE & TRACKING DISCLAIMER

The visual progress bar and "milestones" provided within the Portal are for informational purposes only. They do not constitute legal or binding confirmation that a specific task is complete. Company is not liable for the accuracy of updates triggered by the Brand.

9. WIRE FRAUD & SECURITY WARNING

CRITICAL: Cybercriminals target real estate transactions. While the Portal provides a secure environment, you agree to verbally verify all wire instructions with the Brand via a trusted phone number before sending funds. Company shall not be liable for any losses resulting from unauthorized wire transfers or third-party "spoofing" attempts.

10. SMS & TEXT MESSAGING

By using this Portal, you may receive automated transaction updates via SMS. Your consent and use of these features are governed by the standalone SMS Terms and Conditions and SMS Privacy Policy.

11. GENERAL DISCLAIMER

YOUR ACCESS TO AND USE OF THE PORTAL IS PROVIDED “AS IS” AND “WITH ALL FAULTS”. NO WARRANTY OR CONDITION, EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO THE PORTAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT. COMPANY DOES NOT GUARANTEE THE ACCURACY, VALIDITY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL AVAILABLE UPON OR DERIVED FROM THE PORTAL. COMPANY DOES NOT PROVIDE ANY WARRANTY OR UNDERTAKING OR MAKE ANY REPRESENTATION OF ANY KIND THAT THE PORTAL WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

12. LIMITATION OF LIABILITY

YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DISSATISFACTION WITH THE PORTAL IS TO DISCONTINUE OPERATING, ACCESSING AND USING THE PORTAL. IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY TO USER ARISING IN CONNECTION WITH OR UNDER THIS EULA (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT, MISREPRESENTATION, FRAUD, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LAW). THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) ARISING FROM YOUR USE OF THE PORTAL, OR THE DATA, CONTENT, OR INFORMATION ACCESSED VIA THE PORTAL, INCLUDING DATA BREACHES OR FINANCIAL LOSSES, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR FORESEEABLE.

13. NOT FOR LEGAL ADVICE; NO COMPLIANCE GUARANTEE

Please be advised that we do not provide legal advice and are not authorized to act as legal counsel. Any information or services provided by us should not be construed as legal advice. The resources and other content provided through the Portal are for informational purposes and are not guaranteed to meet all legal, regulatory, or compliance requirements applicable to you. We make no representations or warranties, express or implied, regarding the completeness, accuracy, or suitability of the content for compliance purposes.

14. INDEMNITY

You shall indemnify, defend and hold harmless Company and our affiliates, employees, agents, officers, directors, shareholders, representatives, successors and assigns from and against any loss, liability, cause of action, cost or expense (including reasonable attorneys’ fees) arising from, in connection with or related to: (i) your material breach of this EULA; (ii) your acts and omissions in connection with access to and use of the Portal; and (iii) your violation, infringement or misappropriation of the intellectual property, proprietary or other rights of Company or any third party.

15. GOVERNING LAW & ARBITRATION

This EULA is governed by the laws of the State of Delaware, without giving effect to any principles of conflicts of law which would permit or require the application of the laws of any other jurisdiction.

YOU AGREE TO RESOLVE ANY DISPUTES THROUGH FINAL AND BINDING ARBITRATION UNDER THE RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION APPLYING DELAWARE LAW ON AN INDIVIDUAL BASIS AND WAIVE YOUR RIGHT TO PARTICIPATE IN ANY CLASS-ACTION LAWSUIT.

16. MISCELLANEOUS

This EULA, together with any other terms expressly incorporated herein by reference, constitutes the entire agreement between you and Company relating to the subject matter of this EULA and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to your use of the Portal. In the event that any part of this EULA is determined to violate any applicable federal, state, local or foreign laws, rules or regulations, then the remaining provisions of this license shall remain in full force and effect and shall be enforced to the fullest extent permitted by law. A waiver of any provision of this EULA shall only be effective if in a writing signed by the party against which the waiver is claimed. This EULA may not be assigned by you without the prior written consent of Company. This EULA may be assigned by Company, by operation of law or otherwise, without the consent or approval of you or any other person, firm or entity. This EULA may be amended, modified or changed from time to time by Company in Company’s sole discretion. Your continued use of the Portal will serve as your consent to any amendments. We may also contact you by email using the email that you have provided to us. You agree that access to and use of the Portal will not be provided by you or any of your employees or agents to any citizen of a country to which access or use thereof is barred, or to which exports or shipments are barred, by the United States government.

17. CONTACT US

If you have any questions or concerns, please contact us via email at support@closesimple.com.