Closing Concierge Service and Template Service Description

Overview

The Closing Concierge Service ("Closing Service") is a value-added service designed 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 document describes both services in detail. The Closing Service specifically excludes transaction management or coordination. The performance of these services is governed by the Proof General Terms. Capitalized terms not otherwise defined have the meanings given in the General Terms, the Proof Glossary, or this service description. If a Subscriber has a separately negotiated agreement, that agreement will govern.

Approach and Activities for the Closing Service

Scope

• ​Divide one (1) .pdf file per Closing Service Transaction into individual documents ("Splitting")
• ​Place the individual documents resulting from Splitting into a standard Proof closing document package order ("Stacking"), to be presented to Signatories during a RON signing session
  • ​Stacking order must remain consistent with Subscriber’s parent organization and cannot be changed on a per-Transaction basis, but can be adjusted upon mutual agreement with Proof
• ​Place standard Signatory designations (signature, initials, dates) on documents after Stacking. 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 designated methods
• ​Subscriber must send any document-specific Notary execution requirements as part of the transaction request in the “Special Instructions” section or as otherwise instructed by Proof
• ​Transactions sent to Proof must include accurate and complete instructions and details
• ​Documents must be in .pdf file format without bookmarks
• ​Subscriber agrees to provide Proof with a sample document bundle representing typical submissions and make a person available to answer questions about the bundle or new documents
• ​Proof’s performance of the Closing Service is contingent on reasonable cooperation with Proof for the Template Service. Lack of cooperation excuses Proof from performance.

Service Levels

• ​Standard fulfillment is next business day
• ​Transactions recalled and re-uploaded reset the fulfillment clock
• ​Some transactions may be placed on hold due to nonstandard submissions requiring external communication, prolonging fulfillment
• ​Transactions submitted outside of business hours (8 AM to 10 PM Eastern Time, Monday to Friday) are considered received on the next business day; fulfillment clock starts then

Approach and Activities for the Template Service

Scope

• ​Subscriber provides Proof with sample documents, removing all personally identifiable and sensitive information before submission. Proof is not liable for information not properly removed.
  • ​Subscriber initiates a Template request via designated methods (each a “Template Request”). “Templates” are standardized files formatted to automatically tag commonly used documents.
  • ​Subscriber includes any document tagging-specific execution requirements as part of the Template Request
• ​All sample documents must:
  • ​Be first generation or searchable .pdf files
  • ​Not be scanned, non-searchable, or contain handwritten information
• ​Subscriber makes a person available to answer questions about the sample documents
• ​Standard tags and document requirements will be applied
• ​Proof tests each Template for quality before Subscriber use
• ​Proof uploads Templates to Subscriber’s account and creates a library of Templates. Subscriber grants Proof access for these purposes.
• ​Requests for Template modifications are treated as new Template Requests

How The Service Works

• ​Subscriber may request additional Templates at any time
• ​Subscriber provides document samples
• ​Proof applies standard tags as applicable:
  • ​Signer tags: signature, date, fill in here, checkbox
  • ​Notary tags: state, county, signature, commission expiration, seal, disclosure
  • ​Witness tags: signature, date, fill in here (unless Subscriber instructs otherwise)
• ​Proof applies standard document requirements:
  • ​Sign toggle for documents requiring signer action
  • ​Annotation toggle if signer must fill in information
  • ​Notary toggle if document requires Notary action
  • ​Witness toggle if a witness section is present (unless instructed otherwise)
• ​Proof performs final testing in a testing environment
• ​Proof imports created Templates into Subscriber’s account, creating a Template library

Disclaimer

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

Warranty

The Closing Service and Template Service will be performed in a professional and workmanlike manner. Proof will operate and provide the Template Service during business hours (8 AM to 5 PM Eastern Time, Monday to Friday) and the Closing Service during business hours (8 AM to 10 PM Eastern Time, Monday to Friday), using commercially reasonable efforts to resolve issues related to the objectives outlined in this description. Proof does not warrant the results that may be obtained from completion or use of the services.

Ownership

Except for rights expressly granted, Proof retains all rights, title, and interest in the Closing Service and Template Service, including all related intellectual property rights. Proof owns all rights in any work product produced as part of these services ("Work Product"), including all intellectual property rights. Proof grants 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 separately licensed services.

Incident Priority and Resolution

Priority Level and Conditions

• ​Level 1 (Critical Business Impact): Incident seriously affects functionality and cannot be circumvented; most significant functionality unavailable.
• ​Level 2 (Significant Business Impact): Incident partially affects functionality but can be circumvented; most significant functionality available.
• ​Level 3 (Minimal Business Impact): Incident can be circumvented; only slight inconvenience; no significant effect on usability.

Conditions for Closure of Help-Desk Ticket

• ​Level 1 & 2: Incident is resolved and closed when an Incident Resolution is fully implemented.
• ​Level 3: Incident is resolved and closed when either (i) an Incident Resolution is fully implemented, or (ii) 10 business days have elapsed since Proof’s communication of information reasonably believed to resolve the Incident, and Subscriber has not responded. The Incident can be reopened if not resolved.

Service Credits

Cumulative On-Demand Notary Availability Downtime (per calendar month):

• ​Up to 240 minutes: No credit
• ​241-360 minutes: 1%
• ​361-480 minutes: 3%
• ​481-600 minutes: 5%
• ​601+ minutes: 7%

Platform Availability Percentage (per calendar month):

• ​99.9% or higher: No credit
• ​97% - 99.9%: 1%
• ​95% - 97%: 3%
• ​93% - 95%: 5%
• ​Below 93%: 7%

Incident Priority Response Times (During Business Hours):

Personal Information Categories (California Law)

• ​Personal Identifiers: Collected directly/indirectly from users, notaries, analytics, social networks, etc. Used for service provision, communication, security, verification, advertising, and legal compliance. Shared with affiliates, service providers, and others. Retained for the business relationship duration plus any legally required period.
• ​California Customer Records Personal Information: Collected from users and transaction parties. Used for service provision, communication, security, verification, advertising, and legal compliance. Shared with affiliates and service providers. Retained as above.
• ​Protected Class Characteristics: Collected directly/indirectly. Used for service provision, communication, security, verification, advertising, and legal compliance. Shared with affiliates and service providers. Retained as above.
• ​Commercial Information: Collected directly/indirectly. Used for service provision, communication, security, verification, advertising, legal compliance, and transaction records. Shared with affiliates and service providers. Retained as above.
• ​Biometric Information: Collected directly/indirectly. Used for service provision, communication, security, verification, legal compliance, and transaction records. Shared with affiliates and service providers. Retained as above.
• ​Internet and Electronic Network Activity: Collected indirectly. Used for service provision, security, analytics, advertising, and improvement. Shared with affiliates and service providers. Retained as above.
• ​Geolocation Data: Collected indirectly. Used for service provision, security, verification, advertising, and improvement. Shared with affiliates and service providers. Retained as above.
• ​Sensory Data: Collected directly/indirectly. Used for service provision, communication, security, verification, legal compliance, and transaction records. Shared with affiliates and service providers. Retained as above.
• ​Professional or Employment-Related Information: Collected directly/indirectly. Used for service provision, communication, security, verification, advertising, and application processing. Shared with affiliates and service providers. Retained as above; for job applicants, up to 7 years for non-hired applicants.
• ​Non-public Education Information: For job applicants, collected directly and from recruiters. Used for application processing. Shared with affiliates and service providers. Retained up to 7 years for non-hired applicants.
• ​Inferences: Collected indirectly. Used for service provision, advertising, analytics, and improvement. Shared with affiliates and service providers. Retained as above.