Terms of Service

1. Agreement to these Terms

These Terms of Service (“Terms”) form a binding agreement between you and Safeclose (“Safeclose,” “we,” “us,” or “our”) governing your access to and use of Safeclose websites, documentation, demos, applications, APIs, and related digital collateral services (collectively, the “Services”).

By accessing or using the Services, clicking to accept, or executing an order form, statement of work, or master subscription agreement that references these Terms (each an “Order”), you agree to these Terms. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization, and “you” includes that organization.

If you do not agree, do not use the Services. If you have a separately negotiated written agreement with Safeclose for the Services, that agreement controls to the extent of any conflict with these Terms.

2. The Services

Safeclose provides infrastructure that helps financial institutions and their lending partners originate, create, execute, vault, control, transfer, and produce evidence for electronic chattel paper and related collateral packages across the lifecycle. Features may include authoritative-copy custody concepts, relationship/network graphs, validated signing workflows, automation and alerts, APIs and integrations, exports, and industry configurations. Specific features available to you depend on your plan, deployment, and Order.

We may offer free, pilot, beta, or staging environments. Those environments are provided “as is,” may change without notice, may use sample or non-production data policies, and may not have the same SLAs, support, or security controls as production unless expressly stated in an Order.

Marketing sites and interactive demos are illustrative. Public demos must not be used to process live regulated production data or to mutate production tenant environments.

3. Eligibility and accounts

You must be at least 18 years old (or the age of majority where you live) and legally capable of entering contracts. The Services are designed for legitimate business and financing use, not for children.

You must provide accurate account information and keep credentials secure. You are responsible for activity under your accounts and for ensuring that only authorized personnel have access. Notify us promptly of suspected unauthorized access.

We may refuse registration, suspend accounts, or reclaim usernames that violate these Terms or create security risk.

4. Customer responsibilities and acceptable use

If you are an enterprise customer, you are responsible for: (a) your lending network configuration and who you invite; (b) obtaining all notices, consents, and authorizations required from borrowers, signers, employees, and counterparties; (c) the accuracy and legality of Customer Content; (d) configuring retention, roles, and integrations consistent with your regulatory duties; and (e) decisions to lend, deny, fund, transfer, or enforce obligations—Safeclose does not act as your fiduciary, lender, or counsel.

You will not, and will not permit others to:

• Use the Services in violation of law, regulation, payment-network rules, or third-party rights;
• Upload malware or attempt to probe, scan, or breach security or authentication measures;
• Interfere with or disrupt the integrity or performance of the Services;
• Resell, sublicense, or provide the Services to third parties except as expressly allowed in an Order (including permitted white-label or network invitations);
• Reverse engineer, decompile, or create derivative works of the Services except to the extent such restriction is prohibited by law;
• Use the Services to process data you are not authorized to process;
• Misrepresent custody, control, authenticity, or legal status of any document or digital asset;
• Use the Services to develop a competing product through systematic extraction of non-public elements;
• Bypass usage limits, metering, or access controls.

5. Customer Content and electronic records

“Customer Content” means data, files, templates, packages, recordings, metadata, and other materials you or your users submit to the Services, including chattel paper packages and associated evidence.

You retain all rights in Customer Content. You grant Safeclose a worldwide, non-exclusive license to host, copy, transmit, display, process, and create derivative works of Customer Content solely as needed to provide, secure, support, and improve the Services, comply with law, and as otherwise described in our Privacy Policy.

You represent that you have all rights and consents necessary for Customer Content and for any audio-visual capture, electronic signature, identity verification, or automated messaging you enable.

Safeclose does not provide legal conclusions that any particular electronic record constitutes original electronic chattel paper, establishes control, or is enforceable under UCC Article 9 or other law. Output of the Services is infrastructure and evidence support; counsel for your institution must determine legal effect in your programs and jurisdictions.

6. Third-party services and network counterparties

The Services may interoperate with third-party products (identity providers, cores, LOS, email, payments, storage, titling partners, chat tools, and more). Your use of third-party services is governed by their terms. We are not responsible for third-party services we do not control.

When you invite counterparties onto a digital collateral network, you are solely responsible for the commercial and regulatory relationship with those parties. Safeclose is not a party to your loan, sale, participation, or assignment agreements unless expressly stated in a separate writing.

7. Privacy and data protection

Our Privacy Policy explains how we process personal information. For enterprise processing of Customer Content, a data processing agreement or similar exhibit may apply and, when signed, forms part of your agreement with us. You are responsible for providing privacy notices to individuals whose data you introduce into the Services.

8. Intellectual property

Safeclose and its licensors own all right, title, and interest in the Services, including software, interfaces, designs, trademarks (including Safeclose branding and product names such as Safeclose Custody Intelligence™ where used), documentation, and underlying technology. Except for the limited right to access the Services under these Terms, no rights are granted by implication.

The Services and related methods may be protected by patents, including without limitation U.S. Patent No. 11,922,404, and by copyright, trade secret, and other laws. You will not remove proprietary notices.

Feedback you provide may be used by Safeclose without restriction or compensation.

9. Beta, pilots, and staging

Features labeled alpha, beta, preview, pilot, or staging are optional, may be unstable, may be withdrawn at any time, and are excluded from warranties and SLAs unless an Order states otherwise. Do not use non-production environments for regulated production custody without our written approval.

10. Fees and taxes

Paid plans are priced as set forth in an Order or online pricing presentation. Unless stated otherwise, fees are non-refundable, exclusive of taxes, and billed in advance or according to usage metrics described in the Order (for example seats, transaction volume, storage, or network economics). Late amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. You are responsible for applicable taxes other than taxes on Safeclose’s net income.

We may suspend Services for non-payment after reasonable notice, except for free public marketing pages.

11. Confidentiality

Each party may receive non-public information from the other that is marked confidential or should reasonably be understood as confidential (“Confidential Information”). The receiving party will use Confidential Information only to perform under these Terms and will protect it with reasonable care. Exceptions include information that is public through no fault of the receiver, independently developed, rightfully received from a third party without duty, or required to be disclosed by law (with prompt notice where legally permitted).

Customer Content is your Confidential Information. Safeclose technical, security, and commercial information is our Confidential Information.

12. Warranties and disclaimers

Each party represents that it has the legal power to enter these Terms. Safeclose warrants that it will provide the Services in a professional and workmanlike manner consistent with general industry standards for similar infrastructure services.

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SAFECLOSE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT THEY WILL MEET YOUR LEGAL, REGULATORY, OR LENDING PROGRAM REQUIREMENTS WITHOUT YOUR OWN REVIEW.

NO INFORMATION OR ADVICE OBTAINED FROM SAFECLOSE OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. WITHOUT LIMITING THE FOREGOING, SAFECLOSE DOES NOT WARRANT LEGAL SUFFICIENCY OF ANY ELECTRONIC CHATTEL PAPER, CONTROL, TRANSFER, OR SIGNATURE UNDER THE UCC OR OTHER LAW.

13. Indemnification

You will defend, indemnify, and hold harmless Safeclose and its officers, directors, employees, and agents from and against claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer Content; (b) your use of the Services in violation of these Terms or law; (c) disputes between you and your borrowers, lenders, dealers, investors, or other counterparties; or (d) allegations that your configuration of the Services infringes third-party rights—except to the extent caused by Safeclose’s material breach of these Terms.

If your Order includes mutual IP indemnity from Safeclose, those terms control over this paragraph for the covered claims.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, LOST PROFITS, OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR YOUR PAYMENT OBLIGATIONS, YOUR INDEMNITY OBLIGATIONS, OR YOUR VIOLATION OF SAFECLOSE’S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO SAFECLOSE FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY (OR ONE HUNDRED U.S. DOLLARS (US $100) IF YOU USE ONLY FREE OR STAGING SERVICES WITHOUT PAID FEES).

These limitations allocate risk and are a foundational basis of the bargain. Some jurisdictions do not allow certain limitations; in those jurisdictions, liability is limited to the fullest extent permitted.

15. Suspension and termination

You may stop using free Services at any time. Either party may terminate an Order as set out in that Order. We may suspend or terminate access immediately if we reasonably believe you breached these Terms, create security or legal risk, or fail to pay amounts due after notice.

Upon termination, your right to access the Services ends. We will make Customer Content available for export for a commercially reasonable period (typically thirty (30) days) upon written request, unless prohibited by law or the termination was for your material breach involving abuse. After that period we may delete Customer Content from active systems, subject to backup cycles and legal holds. Provisions that by nature should survive (including IP, confidentiality, disclaimers, limitations, indemnity, and governing law) will survive termination.

16. Export and sanctions

You will comply with applicable export control and sanctions laws. You will not permit use of the Services in embargoed jurisdictions or by denied parties.

17. U.S. government end users

The Services are “commercial computer software” and “commercial computer software documentation.” If acquired by or on behalf of a U.S. government entity, use, duplication, and disclosure are subject to restrictions in these Terms and applicable FAR/DFARS commercial item clauses.

18. Changes to the Services and Terms

We may improve or modify the Services. If a change materially reduces core paid functionality, we will provide reasonable notice for production customers under an active Order, except for emergency security or legal changes.

We may update these Terms by posting a revised version with a new “Last updated” date. Material changes will be communicated to account contacts as required by law or Order. Continued use after the effective date constitutes acceptance, except where mandatory law requires affirmative consent.

19. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, excluding conflict-of-law rules, unless an Order specifies otherwise. Subject to any arbitration clause in an Order, the state and federal courts located in Delaware will have exclusive jurisdiction, and you consent to personal jurisdiction there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Either party may seek injunctive relief for unauthorized use of intellectual property or Confidential Information in any court of competent jurisdiction.

20. Miscellaneous

These Terms, together with Orders and policies referenced herein (including the Privacy Policy), are the entire agreement regarding the Services and supersede prior or contemporaneous agreements on the subject. If any provision is unenforceable, the remainder remains in effect. Failure to enforce a provision is not a waiver. You may not assign these Terms without our consent, except to an affiliate or successor in connection with a merger or sale of substantially all assets; we may assign to an affiliate or in connection with a corporate transaction. Notices may be sent to the emails associated with your account and to support@safeclose.co. Headings are for convenience only. “Including” means “including without limitation.”

21. Contact

Questions about these Terms: support@safeclose.co

For notices under a signed enterprise agreement, use the notice addresses in that agreement.