Closing Concierge Service and Template Service Description

Overview

The Closing Concierge Service (“Closing Service”) is a value-added service to ensure complex real estate transactions close in good order and on time. The Template Service (“Template Service”) is a value-added service to ensure real estate transactions are prepared with minimal human interaction and in a timely manner. This “Closing Concierge Service and Template Service Description” describes the Closing Service and Template Service in more detail. The Closing Service specifically excludes transaction management or coordination. The performance of the Closing Service and Template Service is governed by the Proof General Terms (“General Terms”). Capitalized terms not otherwise defined have the meanings given in the General Terms, the Proof Glossary, or the Closing Service and Template Service Service Description. In the event that Subscriber has separately negotiated an agreement in lieu of the General Terms, that separately negotiated agreement shall govern the Closing Service and Template Service.

Approach and Activities for the Closing Service

The following approach and activities are included within the scope of the Closing Service. Not all activities will necessarily be performed.

Scope

     •      Divide one (1) .pdf file per Closing Service Transaction into individual documents (“Splitting”)
     •      Place the individual documents that are the byproduct of Splitting into a standard Proof closing document package order (“Stacking”), to be presented to              Signatories during a RON signing session
             o  Stacking order must remain consistent with Subscriber’s parent organization, and cannot be changed on a per-Transaction basis, however, the order of the              documents can be adjusted upon mutual agreement with Proof
     •      Place standard Signatory designations including signature, initials, and dates on documents after Stacking. Any custom Notary or Signatory designations or              instructions are not permitted unless otherwise agreed by Proof.

How The Service Works

     •      All documents must be submitted to Proof by initiating the “Place An Order” process within Subscriber’s account or other methods as may be designated by Proof              from time to time and communicated to Subscriber
     •      Subscriber must send any document-specific Notary execution requirements as part of the transaction request in the “Special Instructions” section in the “Place              An Order” process or as otherwise instructed by Proof
     •      Transactions sent to Proof must include accurate and complete instructions and details
     •      Documents must be in a .pdf file format without bookmarks
     •      To ensure success, Subscriber agrees to provide Proof with a sample document bundle that generally represents what Proof should expect to receive from              Subscriber. Subscriber will make a person reasonably available to answer questions regarding the sample document bundle and instances where a document              appears that was not part of the sample document bundle.
     •      Proof performance of the Closing Service is contingent on reasonable cooperation with Proof for the performance of the Template Service. If Subscriber does not              provide reasonable cooperation in the performance of Template Service, Proof is excused from performance of the Closing Service.

‍Service Levels

     •      Standard fulfillment is next business day
     •      Transactions that are recalled and re-uploaded to the platform will reset the fulfillment clock
     •      Some transactions may be placed on hold due to nonstandard submissions requiring external communication which will prolong fulfillment
     •      Transactions submitted outside of Closing Service business hours of 8 AM to 10 PM Eastern Time Monday to Friday will be considered received on the next              business day and the fulfillment clock with not start until the next business day

Approach and Activities for the Template Service

The following approach and activities are included within the scope of the Template Service. Not all activities will necessarily be performed.

 Scope

     •      Subscriber agrees to provide Proof with sample documents. Subscriber must remove all personally identifiable information and other sensitive information before              providing the sample documents to Proof. Proof is not liable for any personally identifiable information and other sensitive information that is not properly              removed.
             o  Subscriber will initiate a Template request via methods as designated by Proof from time to time and communicated to Subscriber (each a “Template                      Request”). “Templates” are standardized files formatted to automatically tag commonly used documents.
             o  Subscriber agrees to include any document tagging-specific execution requirements as part of the Template Request
     •      All sample documents provided to Proof must meet the following requirements:
             o  Must be a first generation or searchable .pdf file
             o  Proof will not accept scanned, non-searchable documents or any documents with handwritten information
     •      Subscriber will make a person reasonably available to answer questions regarding the sample documents to ensure Proof has the information necessary to              prepare the Template
     •      Standard tags and document requirements will be applied
     •      Proof will test each Template to ensure quality prior to Subscriber use
     •      Proof will upload Templates to Subscriber’s account and create the library of Templates. Subscriber grants Proof the right to enter Subscriber’s account for these              purposes.
     •      If Subscriber needs to make a change to a Template in the Template library, the Request for a modification will be treated as a Request for a new Template

How The Service Works

     •      Subscriber may Request additional Templates at any time
     •      Subscriber agrees to provide document samples
     •      Proof will apply standard tags as applicable
             o  Signer tags: signature, date, fill in here, and checkbox
             o  Notary tags: state, county, signature, commission expiration, seal, and disclosure
             o  Witness tags: signature, date, fill in here (Subscriber will provide specific instructions if witness tags are not to be used on documents that have a witness                  section)
     •      Proof will apply standard document requirements:
             o  Sign toggle will be used for all documents requiring action of the signer
             o  Annotation toggle will be used if document requires signer to fill in any information
             o  Notary toggle will be used if the document requires action from the Notary
             o  Witness toggle will be used if a witness section is part of the document (unless specifically directed differently by the Subscriber)
     •      Proof will perform final testing in testing environment against provided sample documents to ensure quality
     •      Proof will import created Templates into the Subscriber’s account creating a library of Templates

Disclaimer

Proof is not responsible for accuracy or completeness of the contents of the document, or anything outside of the described Closing Service. Service levels exclude files placed on hold due to nonstandard submissions requiring external communication.

Warranty 

The Closing Service and the Template Service will be performed in a professional and workmanlike manner.  Proof will operate and provide the Template Service during the business hours of 8 AM to 5 PM Eastern Time Monday to Friday and the Closing Service during the business hours of 8 AM to 10 PM Eastern Time Monday to Friday using commercially reasonable efforts to resolve any issues related to the objectives outlined in this Closing Concierge Service and Template Service Description. For the avoidance of doubt, Proof does not warrant the results that may be obtained upon the completion of the Closing Service, Template Service or from Subscriber’s use of the Closing Service and the Template Service. 

Ownership

Except for the rights expressly granted under this Closing Concierge Service and Template Service Description, Proof retains all right, title, and interest in and to the Closing Service and the Template Service, including all related intellectual property rights. Proof will own all rights, title, and interest in any work product produced as part of the Closing Service and the Template Service (“Work Product”), including all intellectual property rights. Proof grants to Subscriber a worldwide, non-exclusive, non-transferable, non-sublicensable right to use the Work Product solely for Subscriber’s internal business purpose and solely with the Closing Service and the Template Service separately licensed.

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