Draft — these legal documents are a starting template for a Florida-based title and closing platform. Review with licensed counsel before holding them out as binding terms.
Terms of Service
These Terms of Service (“Terms”) govern your access to and use of the GoodCloser title and closing platform operated by Title Company Agency LLC d/b/a GoodCloser (“GoodCloser,” “we,” “us,” or “our”). By creating an account or using the Service, you agree to be bound by these Terms.
1. Definitions
- “Service” means the GoodCloser software platform, websites at goodcloser.com and its subdomains, and any related APIs or integrations.
- “Customer” means the business entity (typically a title agency, escrow officer, or real estate attorney) that signs up for the Service.
- “User” means an individual authorized by the Customer to use the Service.
- “Customer Data” means data submitted by or on behalf of Customer through the Service — including transaction files, documents, party information, and financial data.
- “Subprocessor” means a third-party service used by GoodCloser to deliver the Service (e.g. Supabase, Cloudflare, Stripe). Current list at /legal/dpa.
2. Eligibility & Account Registration
You must be at least 18 years old and have authority to bind the Customer entity. You agree to provide accurate, complete account information and to keep it current. You are responsible for safeguarding your password and for all activity under your account.
GoodCloser is intended for licensed title and escrow professionals operating in jurisdictions where such activity is lawful. By using the Service for transactions, you represent that you hold all required licenses, appointments, and registrations.
3. License Grant
Subject to these Terms and timely payment of applicable fees, GoodCloser grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the subscription term solely for Customer’s internal business operations.
4. Restrictions
You may not, and may not allow any User or third party to:
- Reverse engineer, decompile, or disassemble the Service except as expressly permitted by applicable law;
- Resell, sublicense, or make the Service available to any third party other than Users;
- Use the Service to build a competitive product or copy any features or user interface;
- Access the Service to scrape, harvest, or systematically download data not belonging to your Customer entity;
- Circumvent or attempt to circumvent any security feature, rate limit, or access control;
- Use the Service in violation of any applicable law or our Acceptable Use Policy.
5. Customer Data & Ownership
As between you and GoodCloser, Customer owns all right, title, and interest in Customer Data. You grant GoodCloser a worldwide, royalty-free license to host, process, transmit, copy, and display Customer Data solely as necessary to provide and improve the Service, support Customer, prevent fraud and abuse, and comply with law.
GoodCloser owns all right, title, and interest in the Service, including all software, models, prompts, designs, templates, and documentation, and all related intellectual property rights. No rights are granted except those expressly set out in these Terms.
If you provide feedback, suggestions, or feature requests (“Feedback”), you grant GoodCloser a perpetual, irrevocable, royalty-free license to use the Feedback without restriction.
6. Fees & Payment
Customer agrees to pay all fees set forth in the applicable order form, plan page, or written agreement. Fees are billed in advance on a recurring basis (monthly or annual). All fees are non-refundable except as required by applicable law. Failure to pay may result in suspension or termination of the Service.
GoodCloser may change pricing on 30 days’ written notice, effective at the start of the next renewal term. Continued use after the effective date constitutes acceptance.
7. Compliance & Regulated Activity
GoodCloser is a software-as-a-service platform. GoodCloser is not a title insurance underwriter, escrow agent, notary, broker, lender, or law firm. The Service may provide tools and templates to assist with title and closing workflows, but Customer remains solely responsible for:
- Compliance with RESPA, TILA, TRID, BSA/AML, FinCEN reporting, IRS 1099-S, state title agency laws, and any other applicable regulation;
- The accuracy and completeness of all closing documents, settlement statements, and disclosures;
- Three-way reconciliation of trust accounts and escrow handling per state and underwriter requirements;
- Independent verification of wire instructions, identity verification, and OFAC / sanctions screening;
- Maintaining all required licenses, insurance (including E&O), and bonds;
- Retention and archiving of closing files in accordance with state law (typically 7 years).
8. AI Features
The Service uses AI models (including those provided by Anthropic and other third-party providers) for document triage, OCR, title-chain analysis, natural-language search, and other features. AI output is probabilistic and may contain errors. Customer must independently verify all AI-generated content before relying on it for any regulated or material decision.
9. Confidentiality
Each party agrees to protect the other’s Confidential Information using the same care it uses for its own confidential information of like importance, and in no event less than reasonable care. Confidential Information does not include information that becomes public through no fault of the receiving party, was lawfully known prior to disclosure, or is independently developed.
10. Data Protection
Our handling of personal data is described in our Privacy Policy. For Customers requiring a Data Processing Agreement, our standard DPA is available at /legal/dpa and is incorporated by reference upon execution.
11. Warranties & Disclaimers
Each party warrants that it has the right and authority to enter into these Terms.
EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. GoodCloser DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS, OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO GoodCloser IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
These limitations do not apply to: (a) breach of confidentiality obligations; (b) indemnification obligations; or (c) liability arising from gross negligence, willful misconduct, or fraud.
13. Indemnification
Customer will defend, indemnify, and hold harmless GoodCloser from and against any third-party claims arising from (a) Customer Data, (b) Customer’s use of the Service in violation of these Terms or applicable law, or (c) Customer’s failure to maintain required licenses or insurance.
GoodCloser will defend, indemnify, and hold harmless Customer from and against third-party claims that the Service, as provided and used in accordance with these Terms, infringes a third party’s intellectual property rights. GoodCloser’s indemnity is subject to Customer’s prompt written notice, sole control of defense, and reasonable cooperation.
14. Term & Termination
These Terms remain in effect until terminated. Either party may terminate for material breach not cured within 30 days of written notice. GoodCloser may suspend the Service immediately for security incidents, payment failures, or violations of the Acceptable Use Policy.
Upon termination, Customer’s right to access the Service ceases. GoodCloser will make Customer Data available for export for 30 days after termination; thereafter, Customer Data may be deleted in accordance with our retention schedule and applicable law.
15. Governing Law & Dispute Resolution
These Terms are governed by the laws of the State of Florida, excluding its conflict-of-laws principles. Any dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Collier County, Florida.
CLASS ACTION WAIVER: Each party waives any right to participate in a class, consolidated, or representative proceeding. Disputes may only be brought in an individual capacity.
16. Modifications
We may update these Terms from time to time. Material changes will be communicated by email or in-product notice at least 14 days before they take effect. Continued use of the Service after the effective date constitutes acceptance.
17. Miscellaneous
These Terms (with the Privacy Policy, DPA, AUP, and any order form) constitute the entire agreement between the parties regarding the Service. If any provision is held unenforceable, the remainder will continue in effect. Failure to enforce any right is not a waiver. Neither party may assign these Terms without the other’s consent, except in connection with a merger, acquisition, or sale of substantially all assets.
18. Contact
Questions about these Terms? Contact us at legal@goodcloser.com.