User Agreement

Authorized Users

Individuals whom the Company User has granted access credentials to use the Platform on the Company User's behalf, including employees, contractors, and agents, subject to the limitations of this Agreement.

Client Data

All non-public personal information, transaction records, identification documents, title-related data, and other information uploaded to or transmitted through the Platform by or on behalf of Clients.

Clients

The homebuyers, sellers, borrowers, lenders, real estate agents, or other individuals or entities whose information is submitted to the Platform in connection with real estate title transactions.

Documentation

All user manuals, technical specifications, and other written materials provided by Taking Title relating to the Platform.

Malicious Code

Any virus, trojan horse, worm, ransomware, logic bomb, or other harmful code intended to damage, disrupt, or gain unauthorized access to any system or data.

Maryland PDPA

The Maryland Personal Data Privacy Act, Md. Code, Com. Law, Title 14, Subtitle 46, as amended from time to time.

Order Form

Any written or electronic ordering document or registration form executed or completed by the Company User that references this Agreement.

Subscription Fee

The fees payable by the Company User for access to the Platform as set forth in the applicable Order Form or pricing schedule.

Two-Factor Authentication (2FA)

The multi-factor authentication protocol required for all Authorized User (staff) logins to the Platform as described in Section 5.

Guest Access

The limited, password-protected portal access provided to Clients through a one-time magic link delivered to the Client's email address. Guest Users do not use 2FA; their security derives from the magic link, the document-level password provided by the Company User, and the non-persistent nature of the Guest portal.

Guest User

A Client or other individual who accesses the Platform solely through Guest Access in connection with a specific Transaction and who does not hold a full Authorized User account.

Subject to the terms and conditions of this Agreement and timely payment of all applicable Subscription Fees, Taking Title hereby grants Company User a limited, non-exclusive, non-transferable, nonsublicensable license during the Subscription Term to:

• Access and use the Platform solely for the Company User's internal business operations in connection with real estate title and closing services conducted within the State of Maryland;
• Permit Authorized Users to access and use the Platform on the Company User's behalf; and
• Upload, store, retrieve, and process Client Data through the Platform in accordance with this Agreement.

Company User shall not, and shall ensure that its Authorized Users do not:

• Sublicense, sell, resell, transfer, assign, or otherwise dispose of any rights under this Agreement or in the Platform;
• Copy, modify, create derivative works based upon, or reverse engineer, disassemble, or decompile the Platform or any component thereof;
• Access the Platform for the purpose of building a competitive product or service, or benchmarking against a competitive product;
• Use the Platform to store or transmit any Malicious Code;
• Interfere with or disrupt the integrity or performance of the Platform or any third-party data contained therein;
• Use the Platform to process or facilitate any financial transactions, money transfers, wire instructions, or escrow disbursements—the Platform is expressly not authorized or designed for such purposes;
• Attempt to gain unauthorized access to the Platform or its related systems or networks;
• Remove or alter any proprietary notices, labels, or marks on the Platform; or
• Use the Platform for any purpose that violates applicable federal, state, or local law, including without limitation the laws of the State of Maryland.

Company User is responsible for all Authorized Users' compliance with this Agreement. Company User shall promptly notify Taking Title upon termination or change in role of any Authorized User and shall revoke such person's access credentials without delay. Company User shall not permit any individual whose access has been suspended or terminated by Taking Title to access the Platform under new or alternate credentials.

Taking Title reserves all rights not expressly granted herein. No license is granted by implication, estoppel, or otherwise. The Platform and all intellectual property rights therein are and shall remain the exclusive property of Taking Title.

Company User shall pay Taking Title fees in accordance with the fee structure set forth in the applicable Order Form, which shall reflect the then-current pricing schedule. The current pricing structure is as follows:

• Per-Closed-File Fee. Company User shall pay a fee of twenty dollars ($20.00) per Transaction File that closes on the Platform (each, a “Closed File”). A “Transaction File” means any file, matter, or transaction record opened or created by Company User within the Platform. A Transaction File is a “Closed File” when the underlying real estate Transaction closes, is consummated, or is otherwise completed. Per-Closed-File Fees are assessed monthly based on the number of Transaction Files that became Closed Files during the preceding calendar month.
• Monthly Minimum. A minimum monthly fee of four hundred dollars ($400.00) (the “Monthly Minimum”) applies and covers up to twenty (20) Closed Files per calendar month. For each Closed File in excess of twenty (20) in a given calendar month, the twenty dollar ($20.00) per-Closed-File Fee applies. Company User shall owe the Monthly Minimum whether or not Company User reaches twenty (20) Closed Files in a given calendar month.
• Anti-Circumvention. Company User represents and warrants that it will not attempt to avoid per-Closed-File Fees by (i) failing to mark Transaction Files as closed within the Platform when the underlying real estate Transaction has in fact closed or been consummated; (ii) completing or continuing closing-related activities for a Transaction outside the Platform for the purpose of avoiding Platform fees; (iii) re-opening Transaction Files under different file names or numbers to manipulate Closed File counts; or (iv) otherwise taking any action intended to misrepresent the true number of Closed Files processed through the Platform. Taking Title reserves the right to audit Company User’s Transaction Files and to invoice Company User for fees on any file that Taking Title reasonably determines should have been characterized as a Closed File. Systematic misuse or avoidance of the per-Closed-File Fee structure shall constitute a material breach of this Agreement.
• Minimum Activity Requirement. Company User is expected to actively use the Platform for real estate title transactions. If Company User fails to open at least one (1) Transaction File per calendar month for three (3) consecutive months, Taking Title may, at its election: (i) contact Company User to discuss continued use; (ii) assess a minimum activity fee as specified in the Order Form; or (iii) treat the Agreement as inactive and provide thirty (30) days' written notice of termination. The intent of this provision is to ensure that Company Users are using the Platform for genuine, active transactions and not merely maintaining a dormant account.
• Plaid Identity Verification Fee. Each Transaction File includes one (1) complimentary Plaid-powered identity verification for the seller (the “Included Plaid Verification”). Company User may request additional Plaid identity verifications for any party to a Transaction (including buyers, co-sellers, or other participants) at a fee of three dollars ($3.00) per additional verification (each, an “Additional Plaid Verification”). Additional Plaid Verification fees are assessed at the time the verification is initiated and are non-refundable regardless of verification outcome, including where the participant commences but does not complete the verification process.
• Discounts and Promotional Pricing. Notwithstanding the foregoing, Taking Title reserves the right, in its sole discretion and from time to time, to offer discounted pricing, waived or reduced per-Closed-File Fees, waived Monthly Minimums, free Transaction Files, promotional rates, or other discounts to individual Company Users or categories of Company Users, in each case as reflected in the applicable Order Form or a written notice from Taking Title. Any such discount is at Taking Title’s sole discretion, is not a continuing entitlement, and may be modified or discontinued at any time. All fees are stated and payable in United States dollars and are non-refundable except as expressly set forth in this Agreement or required by applicable Maryland law.

The Platform integrates with Plaid, Inc. ("Plaid") to provide identity verification services for real estate transaction participants. Each Transaction File automatically includes one (1) Included Plaid Verification for the seller at no additional charge. Company User may initiate Additional Plaid Verifications at the fee described in Section 3.1(e). Company User acknowledges that:

• Plaid is a third-party service subject to its own terms and privacy policy;
• Taking Title does not guarantee the accuracy of any Plaid verification result;
• Plaid verification is a supplementary tool and does not substitute for Company User's independent professional judgment; and
• Company User shall use Plaid results only in compliance with applicable law, including the Fair Credit Reporting Act (15 U.S.C. §§ 1681 et seq.) to the extent applicable.

Company User is responsible for all taxes, levies, or duties imposed by taxing authorities with respect to this Agreement, excluding taxes based on Taking Title's income. If Taking Title is required to collect such taxes, they will be invoiced to Company User unless Company User provides a valid tax exemption certificate.

Company User represents and warrants that it is duly licensed, registered, and authorized to conduct title insurance, settlement, or abstracting services in the State of Maryland as required by applicable law, including without limitation the Maryland Insurance Article (Md. Code, Ins. Art.) and the regulations promulgated thereunder by the Maryland Insurance Administration. Company User shall maintain all required licenses in good standing throughout the Subscription Term.

Company User represents and warrants that all information provided to Taking Title in connection with registration and ongoing use of the Platform is accurate, complete, and current. Company User shall promptly update such information whenever it changes.

Company User represents and warrants that it has obtained all legally required consents, authorizations, and notices from its Clients prior to submitting any Client Data to the Platform, including without limitation any consents required under the Maryland PDPA, the Gramm-Leach-Bliley Act (15 U.S.C. §§ 6801 et seq.), the Real Estate Settlement Procedures Act (12 U.S.C. §§ 2601 et seq.), and any applicable data protection laws. Company User shall maintain records of such consents and shall provide them to Taking Title upon request.

Company User is solely responsible for the accuracy, completeness, and legality of all Client Data submitted through the Platform. Taking Title does not verify Client Data and shall bear no liability for errors, omissions, or inaccuracies in Client Data.

Company User shall use the Platform only in accordance with this Agreement, the Documentation, and all applicable laws. Company User shall promptly notify Taking Title in writing upon becoming aware of any unauthorized use of the Platform or any breach of this Agreement.

All logins to the Platform by Authorized Users (Company User staff accounts) are required to utilize TwoFactor Authentication (2FA) as configured by Taking Title. Company User shall ensure that all Authorized Users enroll in and comply with 2FA requirements prior to accessing the Platform. Company User shall not attempt to circumvent, disable, or bypass 2FA on behalf of any Authorized User. Following a successful 2FA authentication, the Platform may maintain an Authorized User’s session through browser cookies or similar session tokens for a limited period (typically up to seven (7) days), during which the Authorized User may access the Platform from the same browser without re-performing 2FA. Upon expiration of the session, change of browser or device, clearing of cookies, or at any other time determined by Taking Title, the Authorized User will be required to re-authenticate with 2FA. Clients and other end customers access the Platform as Guest Users through a separate, limited Guest Access portal. Guest Users do not use 2FA. Instead, Guest User access is secured through the following layered controls:

• A one-time magic link delivered to the Guest User's registered email address, which expires after a single use or after a defined time period; and
• A document-level password required to access any documents within the Guest portal, which password the Company User is responsible for communicating to the Guest User through a secure, independent channel. Taking Title strongly recommends that Company Users communicate document-level passwords to Guest Users by telephone using a known, independently verified phone number for the Guest User, rather than through the Platform or email. The Guest portal does not retain persistent data; documents are accessible only during active sessions and require re-entry of the applicable document-level password for each new session. The Platform may maintain a Guest User session through browser cookies or similar session tokens so that a Guest User returning from the same browser may re-access an active Transaction using the prior magic link within a limited period; however, access from a different browser or device, or after expiration of the applicable session, will require issuance of a new magic link.

Company User is responsible for maintaining the confidentiality and security of all login credentials issued to or created by its Authorized Users. Company User shall notify Taking Title immediately-and in no event later than twenty-four (24) hours-upon discovery of any actual or suspected unauthorized access to, or compromise of, any Authorized User's credentials or the Company User's Platform account.

Taking Title implements encryption of data at rest and in transit as described in the applicable Service Level Agreement. Company User acknowledges that no security measure is infallible and agrees that Taking Title's security obligations are limited to those expressly described in the applicable documentation and agreements.

In the event of an actual or suspected data security incident involving Client Data, Company User shall cooperate fully with Taking Title's investigation and remediation efforts, and shall comply with all applicable breach notification requirements under Maryland law, including the Maryland Personal Information Protection Act (Md. Code, Com. Law §§ 14-3501 et seq.), as well as any applicable federal law requirements.

As between Taking Title and Company User, Company User retains all right, title, and interest in and to Client Data. Taking Title acquires no ownership interest in Client Data by virtue of this Agreement. Taking Title processes Client Data solely as a service provider and data processor on behalf of Company User in accordance with this Agreement and the Data Processing Addendum incorporated herein by reference.

Taking Title shall not use Client Data for any purpose other than:

• providing the Platform services to Company User;
• complying with applicable law; and
• improving the Platform's technical functionality in an aggregated and de-identified manner that does not identify Company User, any Authorized User, or any Client.

Both parties shall comply with all applicable Maryland and federal data privacy laws, including without limitation the Maryland PDPA, the Maryland Personal Information Protection Act, and the Gramm-LeachBliley Act, with respect to their respective roles in processing Client Data. The parties' respective obligations as data controller and data processor are further set forth in the Data Processing Addendum, which is incorporated into this Agreement by this reference.

"Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Company User's Confidential Information includes Client Data. Taking Title's Confidential Information includes Platform architecture, source code, pricing, and business methods.

The Receiving Party shall:

• Use the Disclosing Party's Confidential Information solely to exercise its rights and fulfill its obligations under this Agreement;
• Protect the Disclosing Party's Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care; and
• Limit disclosure of the Disclosing Party's Confidential Information to those of its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

The obligations of Section 7.2 do not apply to information that:

• Is or becomes publicly known through no fault of the Receiving Party;
• Was rightfully known to the Receiving Party prior to disclosure;
• Is rightfully received by the Receiving Party from a third party without restriction; or
• Is independently developed by the Receiving Party without use of or reference to the Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by applicable law, court order, or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permissible) and reasonably cooperates in any effort to seek confidential treatment.

Company User shall defend, indemnify, and hold harmless Taking Title and its members, managers, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Company User's or any Authorized User's use of the Platform in violation of this Agreement;
• Any breach of Company User's representations, warranties, or obligations under this Agreement;
• Any failure to obtain required Client consents;
• Any claim by a Client arising from Company User's acts or omissions; or
• Company User's violation of any applicable law.

Taking Title shall defend, indemnify, and hold harmless Company User from and against any third-party claims alleging that the Platform, as provided by Taking Title and used in accordance with this Agreement, infringes any United States patent, copyright, trademark, or trade secret. Taking Title's obligations under this Section 9.2 do not apply to infringement claims arising from:

• Modifications to the Platform made by or on behalf of Company User;
• Combination of the Platform with third-party products or services not approved by Taking Title; or
• Use of the Platform in violation of this Agreement.

The indemnified party shall:

• Promptly notify the indemnifying party in writing of any claim for which indemnification is sought;
• Grant the indemnifying party sole control over the defense and settlement of such claim; and
• Provide reasonable cooperation at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes liability or obligation on the indemnified party without the indemnified party's prior written consent.

This Agreement shall commence on the Effective Date and shall continue for the subscription period specified in the applicable Order Form, unless earlier terminated in accordance with this Agreement (the "Subscription Term"). Unless otherwise specified in the Order Form, the Subscription Term shall automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

Either party may terminate this Agreement immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach in reasonable detail;
• Becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, insolvency, reorganization, or similar proceedings; or
• Ceases to conduct business in the ordinary course.

Taking Title may immediately terminate this Agreement if Company User's license to conduct title or settlement business in Maryland is revoked, suspended, or otherwise terminated by the Maryland Insurance Administration or any other applicable regulatory authority.

Upon expiration or termination:

• All licenses granted herein shall immediately terminate;
• Company User shall cease all use of the Platform and destroy or return all Taking Title Confidential Information;
• Company User may retrieve its Client Data within thirty (30) days after termination, after which Taking Title may delete such data in accordance with its data retention policy; and
• All accrued payment obligations shall survive.

Sections 1, 3.2, 4.3, 6, 7, 8, 9, 10, 11, 12.4, 12.5, and 13 shall survive expiration or termination of this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of law principles. The parties expressly submit to the exclusive jurisdiction of the state and federal courts located in Baltimore City, Maryland for the resolution of any dispute arising out of or relating to this Agreement.

Prior to initiating any legal proceeding, the parties shall attempt to resolve any dispute arising under this Agreement through good-faith negotiation for a period of thirty (30) days following written notice of the dispute. If the dispute is not resolved within such period, either party may pursue its available legal remedies in the courts specified in Section 13.1.

All notices required or permitted under this Agreement shall be in writing and delivered by:

• Hand delivery;
• Nationally recognized overnight courier;
• Certified mail, return receipt requested; or
• Email with confirmation of delivery. Notices to Taking Title shall be sent to 4813 Seton Drive, Baltimore, Maryland 21215, Attn: Legal Department, info@takingtitle.com. Notices to Company User shall be sent to the address and email provided during registration.

Company User may not assign or transfer this Agreement or any rights or obligations hereunder without Taking Title's prior written consent, which shall not be unreasonably withheld. Taking Title may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this Section shall be void.

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by events beyond the party's reasonable control, including without limitation acts of God, natural disasters, government actions, power outages, internet disruptions, cyberattacks by third parties, or public health emergencies. The affected party shall provide prompt written notice and use commercially reasonable efforts to resume performance.

This Agreement, together with any Order Form, the Privacy Policy, the Terms and Conditions, the Data Processing Addendum, and the Service Level Agreement referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties, except that Taking Title may update this Agreement with thirty (30) days' written notice to Company User, and continued use of the Platform following such notice period shall constitute acceptance.

If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction under applicable Maryland or federal law, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it enforceable.

No waiver by either party of any breach or default of any provision of this Agreement shall be deemed a waiver of any subsequent breach or default, and shall not affect the other terms of this Agreement.

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the parties.

This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures and acceptance via click-through shall be deemed valid and enforceable to the same extent as original signatures under the Maryland Uniform Electronic Transactions Act (Md. Code, Com. Law §§ 21- 101 et seq.).