Closinglock Claim Service Agreement

CLOSINGLOCK

CLAIM SERVICE AGREEMENT

Last updated: November 21, 2024

1)   Covered Party

This Closinglock Claim Service Agreement (this “Agreement”) covers: (i) each Company or Client (each as defined in the Closinglock Company Service Agreement) that has entered into a Closinglock Company Service Agreement with Closinglock, Inc. (“Closinglock”) and (ii) each end user (together with the Company and Client, a “Covered Party”) that has entered into a Closinglock End User Terms of Service (together with the Closinglock Company Service Agreement, a “Service Agreement”). All capitalized terms used but not defined herein shall have the meanings assigned to such terms as set forth in the applicable Service Agreement.

2)   Insurance Policy

This Agreement is backed solely by a Closinglock, Inc. Wire Fraud Indemnity Insurance Policy issued by Lloyd’s of London (“Carrier”) to Closinglock and is subject to the terms, conditions, and limits of liability set forth therein and herein.

3)   Select Definitions

      (i)   “Bank Wire” means the sending of monies through the United States Federal Reserve Fedwire System, the Automated Clearing House Network, FedNow or RTP by one party to another party, directly related to a transaction within the Territorial Scope involving a transaction covered in the Service Agreement.

      (ii)  “Bank Wire Information” means the bank, bank account holder number, bank account holder name and beneficiary information provided by a Covered Party, as applicable, to their financial institution when causing a Bank Wire to be sent.

      (iii) “Claim” means any demand against Closinglock and Carrier for losses resulting from the amount of Bank Wire funds stolen by a third party that can be documented by a Covered Party, as applicable, less the stolen funds that are recaptured by a Covered party and the banks sending and receiving the Bank Wire.

      (iv) “Closinglock Verification Mark” means the design, logo or badge used by Closinglock to designate transactions eligible for coverage as outlined in Sections 4 and 5 below.

      (v)  “Covered Claim” means a Covered Party Claim that satisfies each requirement set forth in Section 4.  For purposes of clarification, if Carrier, for any reason, denies coverage for a given Claim, then such Claim will not be a Covered Claim and will not be covered by this Agreement.

      (vi) “Territorial Scope” means bank wires originating and received within the United States, and specifically excludes any international bank wires.

4)     Covered Claims

A Claim submitted by a Covered Party, will be covered by this Agreement if (and only if):

  • The Claim is within the scope of the coverage expressly set forth in Section 5;
  • The Claim is not an excluded Claim pursuant to Section 6;
  • The Claim arose while the Covered Party has or had a Service Agreement in effect with Closinglock;
  • The Covered Party complied with the Claim procedures set forth in Section 7; and
  • Carrier agrees to provide coverage for such Claim in Carrier’s sole and absolute discretion.
 

5)   Indemnified Claims

As further set forth in Section 4(i), a Claim submitted by a Covered Party, as applicable, will be covered by this Agreement if (and only if) the Claim relates to one of the following:

  • Bank Wire Information shown on the Services that includes the Closinglock Verification Mark next to the Bank Wire Information.
  • Payments made through use of the Services by the Covered Party that includes the Closinglock Verification Mark next to the payment.
 

6)   Limitations and Exclusions

This Agreement does not cover Bank Wires involving:

  • Any Claimant other than the applicable Covered Party. Such other parties have no rights, and Closinglock has no obligations to such other parties, under this Agreement.
  • Any Claim within the scope of any disclaimers or limitations of liability set forth in the Service Agreement except to the extent otherwise expressly provided therein.
  • Any Claim arising out of any acts or omissions outside the scope of Closinglock’s obligations and liability to the Covered Party set forth in the Service Agreement except to the extent otherwise expressly provided therein.
  • Any Claim arising out of incorrect, inaccurate or fraudulent Bank Wire Information provided by the applicable financial institution or the Covered Party.
  • Any Claim arising out of a Covered Party or a financial institution, as applicable, authorizing a Bank Wire to persons other than the intended recipients, including as a result of designating an incorrect receiving party, providing Bank Wire Information for a receiving party not intended to receive funds, typographic errors, or similar circumstances.
  • Any Claim arising out of the use of Bank Wire Information if the Closinglock Verification Mark did not appear next to such Bank Wire Information at the time of use.
  • Any Claim amount to the extent funds were able to be recovered.
  • Any Claim arising out of multiple actual or alleged errors, omissions or negligent acts that result in a Bank Wire or Bank Wire Information being transmitted to an unintended third party, which such multiple acts have a common nexus of fact, circumstance, situation, event, transaction or series of facts, circumstances, situations, event or transactions.
  • Any Claim for the reimbursement of fees, commissions, costs or other charges paid or payable or based upon allegations of excessive fees, commissions, costs or other charges.
  • Any Claim, liability or damages, including for emotional distress, attorney’s fees, lost profits, or similar damages, for losses other than the actual amount of any Bank Wire funds within the scope of Section 5 above.
  • Any Claim or other legal liability arising from or contributed to by any failure to provide insurance of any kind, whether such failure concerns the amount, existence or adequacy of such insurance or otherwise.
  • Any Claim arising out of any criminal, dishonest, intentionally malicious or fraudulent act or omission committed by Closinglock or any of Closinglock’s officers or employees.
  • Any Claim which the Carrier declines coverage, including because Closinglock’s applicable insurance policy does not cover the Claim.
 

7)   Claim Procedure

If a Covered Party believes a Claim is covered pursuant to the terms of Section 4 above, the Covered Party must provide written notice of the Claim to Closinglock (the “Notice”) within the same or next business day of the Covered Party first becoming aware of the events or circumstances giving rise to such Claim. Such notice must be provided to Closinglock ([email protected]). Prior to providing the Notice, the Covered Party must file a complaint with the Internet Crime Complaint Center (an “IC3 Complaint”). The Notice must certify Covered Party’s compliance with the prior sentence, and upon request by Closinglock, the Covered Party shall provide any requested evidence supporting such compliance. The Covered Party shall notify Closinglock of any response, outcome or other status update of the IC3 Complaint.

Upon timely receipt of a Claim from the Covered Party, Closinglock will provide the Covered Party with contact information for the Carrier.  The Covered Party must then file such Claim with the Carrier within fourteen (14) days after receiving Carrier’s contact information from Closinglock.

Following the Covered Party’s submission of such Claim to Carrier, the Covered Party will be solely responsible, at the Covered Party’s sole cost and expense, for pursuing and settling such Claim with Carrier.  The Covered Party will communicate directly with Carrier.

Apart from providing Carrier’s contract information to the Covered Party, Closinglock will have no further obligations or liability to the Covered Party with respect to such Claim.  Closinglock will not be required to communicate with the Covered Party or Carrier, facilitate the processing, negotiation, litigation, arbitration or settlement of such Claim, or take any other action with respect to such Claim. 

8)   Limits of Coverage

  • The amount that will be paid to the Covered Party with respect to a Covered Claim will be limited to the amount equal to the lesser of:
  • $2,500,000.00 per Claim; or
  • the amount that the Carrier agrees to pay for such Covered Claim.

            (By way of example only, if the Covered Party submits to Carrier a Claim for $100,000, but Carrier will only pay the Covered Party $50,000 for such Claim, the Covered Claim amount will be limited to $50,000.)

  • Closinglock will have no obligations or liability of any kind arising out of this Agreement and will not be required to make any payments to the Covered Party with respect to any Covered Claim. Payment for a given the Covered Party Claim (if any) will come solely from the Carrier at Carrier’s sole discretion.    
 

9)   Termination of Coverage

This Agreement will terminate and the Covered Party will no longer have coverage under this Agreement following the date on which such Covered Party’s Service Agreement with Closinglock expires or terminates (regardless of whether terminated by the Covered Party and/or Closinglock); provided, however, that if (i) a Covered Claim arose prior to such termination date and (ii) the Covered Party has provided notice of such Covered Claim to Closinglock and Carrier prior to such termination date, then the Covered Party will be entitled to pursue such Covered Claim and this Agreement will remain in full effect solely with respect to such Covered Claim until such Covered Claim is fully resolved.

10)  Change of Agreement Terms

Closinglock reserves the right, in its sole and absolute discretion, to amend the terms of this Agreement at any time upon notice to the Covered Party.  Such amendments may include, among others, the dollar amount of coverage available to the Covered Party, the types of Claims that are covered, the applicable limitations and exclusions, and the process for pursuing a Claim.  Unless otherwise expressly stated in Closinglock’s notice to the Covered Party, the amended Agreement will be effective immediately upon delivery of such notice.  All transactions completed by the Covered Party after such effective date, and any Covered Claims for which Closinglock first receives notice from the Covered Party after such effective date, will be subject to the terms of such amended Agreement.

11)  Termination of Agreement

Closinglock reserves the right, in its sole and absolute discretion, to terminate this Agreement at any time upon notice to the Covered Party.  Unless otherwise expressly stated in Closinglock’s notice to the Covered Party, such termination will be effective immediately upon delivery of such notice.  No transactions completed by the Covered Party after such effective date will be covered by the Agreement.  With respect to Covered Claims, (i) any Covered Claims for which Closinglock first receives notice from the Covered Party prior to such effective date will be covered by the Agreement, and (ii) any Covered Claims for which Closinglock first receives notice from the Covered Party after such effective date will not be covered by the Agreement.

12)  Miscellaneous

(a)  Assignment. The Covered Party may not assign any of its rights or delegate or cause to be assumed any of its obligations hereunder without Closinglock’s prior written consent (which consent may be withheld in Closinglock’s sole and absolute consent). Any attempted assignment, delegation, or assumption not in accordance with this 12(a) will be null and void and of no force or effect whatsoever. Closinglock may freely assign, transfer, or delegate its rights or obligations under this Agreement at any time upon notice to the Covered Party (but without the need for prior written consent). The terms and conditions of this Agreement will inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties.

(b)  Notices. Any notice, demand or request required or permitted under this Agreement will be in writing and deemed delivered (i) when delivered personally (including by recognized national courier), (ii) five (5) business days after deposited in the U.S. mail, first class mail, registered or certified, with postage prepaid; or (iii) one business day after sent via email. Notices to Closinglock will be addressed to Closinglock, Inc, PO Box 200343, Austin, TX 78720, Email: [email protected]. Notices to the Covered Party will be addressed to the mailing address and email address on file with Closinglock.

(c)  Severability. If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions will not be impaired thereby and the illegal provision will be replaced with a legal provision that encapsulates the original intent of the parties.

(d)  Entire Agreement; Amendment; Waiver. This Agreement, together with the Service Agreement, collectively constitutes the entire agreement between the parties and supersede any prior or contemporaneous agreement or understandings with respect to the subject matter of this Agreement. This Agreement will be construed as if both parties had equal involvement in its drafting, and thus will not be construed against the drafter. No waiver or consent granted for one matter or incident will be a waiver or consent for any different or subsequent matter or incident. To be effective, waivers and consents must be in writing and signed by each party. If the Covered Party submits its own terms in the Covered Party’s acceptance of a price quotation or in a purchase order, which add to, vary from, or conflict with the terms herein, any such terms are of no force and effect and are superseded by this Agreement.

(e)  Governing Law; Arbitration. This Agreement will be governed by, construed, and interpreted in accordance with the substantive and procedural laws of the State of Texas, excluding its rules of conflicts of law that would give rise to application of the laws of another jurisdiction. Except as provided and unless otherwise required by law, any dispute, controversy or claim between Closinglock and the Covered Party arising out of or relating to this Agreement will be finally settled by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures and judgment upon the award rendered by the Arbitrator (as defined below) may be entered in any court having jurisdiction thereof. Any arbitration conducted under this Agreement will be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The arbitration will be conducted in Austin, TX. Each side will share equally the cost of the arbitration and bear its own costs and attorneys’ fees incurred in connection with any arbitration. Notwithstanding this Section, an application for emergency or temporary injunctive relief in aid of arbitration by Closinglock will not be subject to arbitration under this Agreement; provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) will be subject to arbitration under this Agreement. Closinglock and the Covered Party further agree that all proceedings in any arbitration will be conducted under seal and kept strictly confidential. The arbitration award will be final and binding on both parties. BY ENTERING INTO THE ARBITRATION PROVISIONS OF THIS SECTION 12(e), EACH PARTY TO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL, INCLUDING ANY RIGHTS TO A TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT REFERENCED HEREIN OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION, OR ENFORCEMENT THEREOF.

(f)   Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

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