Terms and Conditions of Use

The Platform is a technology-based document collection, management, and communication tool designed to facilitate the secure exchange of information and documents between licensed Maryland title companies, settlement agents, or abstracting companies and their clients in connection with real estate title transactions conducted in the State of Maryland. The Platform enables Company Users to collect, organize, retain, and request information from Clients through a secure, encrypted portal.

The Platform is currently operated and available exclusively for use in connection with real estate title transactions occurring within the State of Maryland. Taking Title makes no representation that the Platform is appropriate or legally compliant for use in any other jurisdiction. Users located outside of Maryland or seeking to process transactions relating to properties located outside of Maryland use the Platform at their own risk and are solely responsible for compliance with applicable law.

Taking Title is a technology company. Nothing on the Platform constitutes or should be construed as legal advice, title insurance, real estate brokerage services, financial advice, tax advice, or any other professional service. Taking Title does not hold a Maryland title insurance producer license, settlement agent license, or any other professional license relating to real estate closing services. All professional services associated with your Transaction are the responsibility of the applicable licensed Company User.

The Platform integrates with Plaid, Inc. (“Plaid”) to offer identity verification services for transaction participants. Each Transaction File opened on the Platform includes one (1) complimentary Plaid identity verification for the seller. Company Users may initiate additional Plaid verifications for other parties at the additional per-verification fee set forth in the applicable Order Form or pricing schedule. Plaid verification results are informational and do not constitute a guarantee of identity. Taking Title is not responsible for errors or failures in Plaid's services.

Access to the Platform for Company Users is subject to fees as set forth in the applicable Order Form and the User Agreement - Title Company / Platform Participant. Specific fee amounts, including any per-file fees, Plaid identity verification fees, monthly minimums, and applicable discounts or promotional pricing, are set forth in the applicable Order Form or User Agreement. Client Users are not charged for Platform access.

To access the Platform, you must create an Account by providing accurate and complete registration information. You represent and warrant that all information you provide during registration is truthful, accurate, and current, and you agree to promptly update such information as necessary to maintain its accuracy.

You are solely responsible for maintaining the security and confidentiality of your Account credentials. Company User staff accounts (Authorized Users) are required to utilize Two-Factor Authentication (2FA) as a condition of Platform access. Client Users access the Platform through a separate Guest Access portal via one-time magic links and are not subject to 2FA; their security is provided by the magic link, documentlevel passwords set by the Company User, and the non-persistent nature of the Guest portal. You agree not to share your credentials with any unauthorized person and to notify Taking Title immediately at info@takingtitle.com upon discovery of any unauthorized access to your Account. You are responsible for all activity conducted through your Account, whether or not authorized by you.

Company Users must be duly licensed under Maryland law to conduct title insurance, settlement, or abstracting services as applicable. Company Users represent and warrant that they hold and will maintain in good standing all required Maryland Insurance Administration licenses and any other required professional licenses throughout the term of their use of the Platform. Company Users that are business entities represent and warrant that they are validly formed and in good standing under the laws of the jurisdiction of their organization.

Client Users must be at least eighteen (18) years of age and legally competent to enter into binding contracts under Maryland law. The Platform is not intended for use by minors. By creating an Account, Client Users represent and warrant that they meet these eligibility requirements.

Each individual or entity may maintain only one active Account on the Platform unless Taking Title has expressly authorized the creation of additional Accounts in writing. Taking Title reserves the right to merge, deactivate, or terminate duplicate Accounts.

You may use the Platform solely for the lawful purposes expressly described in these Terms and the applicable User Agreement, including:

• Submitting, collecting, storing, and transmitting documents and information in connection with a Maryland real estate title transaction;
• Requesting and responding to requests for additional information or documentation; and
• Communicating with other authorized Platform participants in connection with a Transaction

You shall not use the Platform to:

• Engage in, facilitate, or promote any fraudulent, deceptive, unlawful, or unauthorized activity, including real estate fraud, wire fraud, mortgage fraud, or identity theft;
• Upload, transmit, or distribute Malicious Code, including viruses, ransomware, spyware, adware, or other harmful software;
• Interfere with or disrupt the Platform or its infrastructure, servers, or networks, including by launching denial-of-service attacks or attempting to overwhelm Platform resources;
• Attempt to probe, scan, or test the vulnerability of the Platform or circumvent any security, authentication, or access controls, including 2FA;
• Access or attempt to access another User's Account, data, or information without authorization;
• Scrape, harvest, or collect data from the Platform by automated means without Taking Title's express written consent;
• Impersonate any person or entity or misrepresent your identity, affiliation, or authorization;
• Submit fraudulent, forged, or falsified documents or information;
• Use the Platform to send unsolicited communications, spam, or other commercial messages;
• Use the Platform in connection with transactions relating to properties located outside the State of Maryland without prior written authorization from Taking Title; or
• Violate any applicable federal, Maryland state, or local law, regulation, rule, or ordinance.

Taking Title reserves the right, but not the obligation, to monitor use of the Platform to detect violations of these Terms and applicable law. Taking Title may investigate any reported or suspected violation and take such action as it deems appropriate, including suspension or termination of the offending Account, removal of violating content, and referral to law enforcement or regulatory authorities. Taking Title shall have no liability for any action taken or not taken pursuant to this Section.

As between Taking Title and Users, all documents, information, and data uploaded or submitted to the Platform by a User ("User Content") remain the property of the uploading User or the applicable client on whose behalf the content is submitted. Taking Title claims no ownership rights in User Content.

By uploading or submitting User Content to the Platform, you grant Taking Title a limited, non-exclusive, royalty-free license to access, process, store, and transmit such User Content solely as necessary to provide the Platform services to you and as described in the Privacy Policy. This license terminates upon deletion of the relevant Account or User Content, subject to applicable retention requirements.

You are solely responsible for the accuracy, completeness, and legality of all User Content you submit. Taking Title does not verify or review User Content for accuracy or legal compliance and disclaims all liability for errors or omissions in User Content. You represent and warrant that you have all necessary rights, licenses, and authorizations to submit User Content and that such submission does not violate any applicable law or the rights of any third party.

Taking Title's data retention practices are described in the Privacy Policy. Upon termination of your Account, you may request deletion of your User Content as described in the Privacy Policy. Taking Title may retain certain data as required by applicable law, regulatory obligations, or legitimate business purposes as described in the Privacy Policy.

Two-Factor Authentication is required for all Authorized Users (Company User staff accounts) as a non-waivable condition of Platform access. Any attempt to circumvent, disable, or bypass 2FA is strictly prohibited and shall be grounds for immediate Account termination. Company Users are responsible for ensuring that all of their Authorized Users comply with the 2FA requirement. Client Users access the Platform through a separate Guest Access portal and are not subject to 2FA; Guest Access is secured by one-time magic links, document-level passwords set by the Company User, and the non-persistent nature of the Guest portal.

All data transmitted through the Platform is encrypted in transit using Transport Layer Security (TLS). All data stored on the Platform is encrypted at rest using industry-standard encryption protocols. Users acknowledge that while Taking Title implements these security measures, no system is completely invulnerable, and Taking Title does not guarantee that unauthorized access will never occur.

Users who discover or suspect a security vulnerability in the Platform are encouraged to promptly report it to Taking Title at info@takingtitle.com. Users shall not publicly disclose any discovered security vulnerability prior to notifying Taking Title and providing Taking Title a reasonable opportunity to investigate and remediate. Users shall not exploit any discovered vulnerability for any purpose.

The Platform, including all software, source code, algorithms, user interfaces, documentation, trademarks, service marks, trade names, logos, and other content created or provided by Taking Title (collectively, "Taking Title IP"), is and shall remain the exclusive property of Taking Title and is protected by applicable United States and Maryland intellectual property laws. No rights in Taking Title IP are transferred to any User by these Terms or any User Agreement.

Subject to these Terms, Taking Title grants you a limited, non-exclusive, non-transferable, nonsublicensable, revocable license to access and use the Platform solely for the purposes permitted under these Terms and your applicable User Agreement. This license does not include the right to modify, reproduce, distribute, publicly display, create derivative works from, or exploit any Taking Title IP.

If you provide Taking Title with any feedback, suggestions, or ideas regarding the Platform, you hereby assign all right, title, and interest in and to such feedback to Taking Title, and Taking Title may use such feedback for any purpose without restriction or compensation to you.

"Taking Title" and the Taking Title logo are trademarks of Taking Title, LLC. You may not use Taking Title's trademarks, trade names, logos, or other brand elements without Taking Title's prior written consent.

Company Users are required to pay Subscription Fees for access to the Platform as specified in the applicable Order Form or pricing schedule. All fees are non-refundable except as expressly provided in the applicable User Agreement or as required by Maryland law. Taking Title reserves the right to modify its fee structure upon thirty (30) days' written notice.

Client Users access the Platform without a direct subscription fee, as access for Client Users is provided as part of the services arranged by the applicable Company User. Taking Title does not charge Client Users for Platform access.

No fees are charged for financial transactions through the Platform because the Platform does not process, facilitate, or support any financial transactions. All financial aspects of any real estate closing, including escrow, wire transfers, and title insurance premiums, are managed exclusively by the applicable Company User and other closing professionals outside of the Platform.

Taking Title will use commercially reasonable efforts to maintain Platform availability. However, Taking Title does not guarantee that the Platform will be available at any particular time or without interruption. Scheduled and unscheduled maintenance, technical failures, cyberattacks, and other events beyond Taking Title's reasonable control may result in Platform downtime. Taking Title shall not be liable for any damage or loss resulting from Platform unavailability.

Taking Title reserves the right to modify, update, enhance, suspend, or discontinue any feature or function of the Platform at any time, with or without notice. Taking Title will endeavor to provide advance notice of material changes to Platform functionality to Company Users where practicable.

Taking Title may modify these Terms at any time by posting updated Terms on the Platform or providing notice to registered Users by email. Material modifications will be announced at least thirty (30) days before taking effect. Your continued use of the Platform following the effective date of any modification constitutes your binding acceptance of the modified Terms. If you do not agree to modified Terms, you must cease all use of the Platform.

These Terms shall be governed by and construed in accordance with the laws of the State of Maryland, without giving effect to its conflict of law principles. The Maryland Uniform Commercial Code and other applicable Maryland statutes shall apply to the extent relevant.

You irrevocably consent to the exclusive personal jurisdiction of, and venue in, the state and federal courts located in Baltimore City, Maryland for any legal proceeding arising out of or relating to these Terms or your use of the Platform. You waive any objection to such jurisdiction and venue on grounds of inconvenience or otherwise.

Before initiating any legal proceeding against Taking Title, you agree to provide Taking Title with written notice of the dispute at info@takingtitle.com, describing the nature and basis of the claim and the relief sought. The parties shall make a good-faith effort to resolve the dispute informally for a period of thirty (30) days following such notice. This pre-suit notice requirement shall not apply in cases involving imminent or ongoing harm or the need for emergency injunctive relief.

TO THE EXTENT PERMITTED BY APPLICABLE MARYLAND LAW, YOU WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, CLASS-WIDE ARBITRATION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING AGAINST TAKING TITLE. YOU ALSO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING UNDER THESE TERMS OR YOUR USE OF THE PLATFORM.

These Terms, together with the applicable User Agreement, the Privacy Policy, and any applicable Order Form, Data Processing Addendum, or Service Level Agreement, constitute the entire agreement between you and Taking Title with respect to your use of the Platform and supersede all prior and contemporaneous agreements, representations, and understandings.

If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable Maryland or federal law, such provision shall be modified to the minimum extent necessary to make it enforceable, and the validity and enforceability of the remaining provisions shall not be affected.

Taking Title's failure to enforce any provision of these Terms on any occasion shall not constitute a waiver of its right to enforce such provision on any subsequent occasion or to enforce any other provision.

You agree that your electronic acceptance of these Terms, whether by clicking "I Agree" or by accessing the Platform, constitutes a legally binding agreement to these Terms to the same extent as a physical signature under the Maryland Uniform Electronic Transactions Act (Md. Code, Com. Law §§ 21-101 et seq.) and the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001 et seq.).

You may not assign or transfer these Terms or any of your rights or obligations hereunder without Taking Title's prior written consent. Taking Title may freely assign these Terms, including in connection with a merger, acquisition, or sale of assets.

Taking Title shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, power outages, internet infrastructure failures, government orders, or public health emergencies

Questions regarding these Terms may be directed to Taking Title, LLC, 4813 Seton Drive, Baltimore, Maryland 21215, or by email at info@takingtitle.com.