Real Estate Supplement

The Real Estate Supplement, effective December 16, 2024, is an addendum to the Proof General Terms applicable to Lender and Title Agent Subscribers, defining various transaction types such as Ancillary Document Transactions, Financed Closing Transactions, Home Equity Transactions, Home Sale Closing Transactions, Hybrid eNote Transactions, and Hybrid Transactions, all involving notarization and electronic signing of real estate documents through the Platform.

Real Estate Supplement

Last Modified Date: December 16, 2024

This Real Estate Supplement is attached to and incorporated into the Proof General Terms (“General Terms”). Capitalized terms not otherwise defined have the meanings given in the General Terms, the Proof Glossary, or the Order Form.

1. Applicability

This Real Estate Supplement applies to Lender Subscribers and Title Agent Subscribers.

2. Definitions

Ancillary Document Transaction: A Notarize via On-Demand Notary Transaction or Notarize via In-House Notary Transaction where the documents uploaded to the Platform are one-off or ad hoc documents. Does not include any type of closing package or grouping of multiple documents. May include RE documents and non-RE documents.
Financed Closing Transaction: A Close via On-Demand Notary Transaction or Close via In-House Notary Transaction where all documents necessary for the completion of a real estate closing involving a loan (including any eNote or other documents requiring notarizations or electronic signature) are uploaded, reviewed, and signed through the Platform. Does not include a home equity loan or a home equity line of credit.
Home Equity Transaction: A Close via On-Demand Notary Transaction or Close via In-House Notary Transaction for a real estate home equity loan or a home equity line of credit (including any eNote or other documents requiring notarizations or electronic signature) uploaded, reviewed, and signed through the Platform.
Home Sale Closing Transaction: A Close via On-Demand Notary Transaction or Close via In-House Notary Transaction for a cash buyer real estate closing, or a seller real estate closing, uploaded, reviewed, and signed through the Platform.
Hybrid eNote Transaction: A Hybrid Transaction that includes eNote signatures.
Hybrid Transaction: A real estate transaction that includes both documents reviewed and electronically signed through the Platform as well as external documents. Unless otherwise agreed in the Order Form, real estate services provided during a Hybrid Transaction do not include notarizations or eNote signatures.
Loan Modification Transaction: A Close via On-Demand Notary Transaction or Close via In-House Notary Transaction for a real estate loan modification (including any eNote or other documents requiring notarizations or electronic signature) uploaded, reviewed, and signed through the Platform.

3. General Terms for Real Estate Services

3.1 Real Estate Transaction Process

Subscriber is responsible for uploading documents for each transaction and identifying all end users and participants necessary for the transaction. Subscribers may add as many end users and participants to a transaction as permitted by Proof’s standard platform functionality. Subscribers may designate one or more end users or participants to electronically review and/or sign documents uploaded by the subscriber as part of a real estate transaction. Title agents may add documents to transactions initiated by a lender. All transaction types follow the general processes and procedures outlined through the platform, which may be adjusted based on lender preference or as otherwise communicated by Proof. Unless otherwise agreed in the Order Form, all real estate services are provided in English.

3.2 Transactions Involving an On-Demand Notary

If a subscriber requests Close via On-Demand Notary or Notarize via On-Demand Notary, On-Demand Notaries will respond to transaction requests from subscribers that comply with the General Terms and Proof’s transaction requirements. Subscribers are responsible for providing clear instructions to On-Demand Notaries in the transaction request outlining document execution preferences. Proof is not responsible for communicating subscriber requirements to On-Demand Notaries.

3.3 Fees

(a) Fees: If more than one Proof subscriber participates in a transaction, the transaction fee applicable to the party initiating the transaction will apply. Subscribers are charged the transaction fee independently for each transaction. Transactions requiring more than one session with a notary incur a separate transaction fee for each session. Types of transactions that incur a transaction fee include:
- One session where all signatories sign the documents during the same session
- A split signing session (different signatories sign in different sessions; each session incurs a fee)
- A second session for missed or incorrectly signed documents (each session incurs a fee)
(b) Financed Closing Transaction Fee, Home Sale Closing Transaction Fee, Home Equity Transaction Fee, and Loan Modification Transaction Fee: Each includes one session, as many signatories and participants as the platform supports, one or more electronically signed documents, and one or more seals.
(c) Ancillary Documents Transaction Fee:
- Notarize via On-Demand Notary: one session, one signatory, as many participants as the platform supports, one or more electronically signed documents for a signatory conducting a notarization, and one seal.
- Notarize via In-House Notary: one session, one signatory, as many participants as the platform supports, one or more electronically signed documents for a signatory conducting a notarization, and one or more seals.
- A single request that includes more than one transaction type will incur a transaction fee for each transaction type.

3.4 Smart Routing and Collaboration Services

(a) Smart Routing: When available, subscribers may use the platform to query the eligibility of each unique real estate transaction to be closed as permitted by the platform and to be conducted with eligible real estate network partners. Smart Routing does not include determination of eligibility of a proposed sale of an eNote to specific third parties. Smart Routing functionality may change at Proof's discretion. Smart Routing is populated by Proof based on third-party data sources and, where offered, subscriber preferences. Subscribers are responsible for all legal determinations about the validity of any transaction and whether to proceed. Proof disclaims liability for the accuracy of Smart Routing data.
(b) Collaboration Services: Subscribers may use the platform to build, edit, review, and send documents collaboratively with certain real estate network partners as part of and prior to a transaction, and to review documents and transaction events after the transaction. Each real estate network provider may have its own additional terms and conditions. Subscribers are responsible for vetting each provider and entering into any required agreements.

3.5 Digital Mortgages and eNote Service Integrations

If the platform is used in relation to any eNote, subscribers are responsible for contracting directly with third-party providers of eNote generation, eVault, and MERS' eRegistry services. Sign services provided by Proof for eNote documents do not include eNote generation, eVault, or MERS eRegistry services. The platform is integrated with various eNote service providers but not directly with MERS' eRegistry. Enabling integration requires selection from a list of integrated providers, maintaining a qualifying subscription plan, and fulfilling any other requirements specified by Proof or the provider.

3.6 Exclusions

Unless otherwise agreed in the Order Form, real estate services do not include:

Administration of external documents (e.g., scheduling a mobile notary or signer outside the platform, transmitting or tracking external documents, or retrieving executed external documents from a third party)
Assistance with collection or transfer of escrow funds

3.7 Acknowledgments

Subscribers understand and acknowledge that:

Proof is not a licensed title or escrow agent. Subscribers and any attorney or title insurance producer assume responsibility for any required participation and/or supervision of any real estate closing activities to be completed by a licensed attorney or title insurance producer on the Proof platform, in accordance with applicable real estate and title insurance laws.
Services do not include any other title, settlement, or escrow agent services (e.g., title search and exam, underwriting clearance, transfer and handling of funds related to settlement).
Technology services fees should not be billed as a line item payable to Proof on the closing documents and should not be directly passed through to the consumer. Proof has entered into this agreement upon this express agreement and understanding by the subscriber.
If the subscriber designates that the consumer, title agent, or other third party pay the settlement services fees, the subscriber will ultimately be liable for payment of such fees.
If the subscriber fails to pay the fees, Proof may decline to provide access to notarizations on subscriber transactions and will not be deemed to be in breach of the agreement.
As required by applicable notary law, Close via On-Demand Notary and Notarize via On-Demand Notary is provided only when the notary and all end users and participants speak the same language.
When a transaction involves an On-Demand Notary, the subscriber acknowledges that Proof is providing access to a panel of On-Demand Notaries who will perform notarizations on the platform at the subscriber’s request in accordance with the General Terms.
The subscriber will plan for its own traditional notaries to perform in-person notarial acts.
If notarizations or authentication services are included in the real estate services, the title agent user will pre-qualify the end users and participants and ensure each has a current valid government-issued photo identification credential and a US social security number in their possession during the transaction.

Incident Priority and Resolution

Priority Levels

Level 1: Critical Business Impact. The incident seriously affects the functionality of the services (or component thereof) and cannot be circumvented such that most of the significant functionality is unavailable.
Level 2: Significant Business Impact. The incident partially affects the functionality but can be circumvented so that most significant functionality is available.
Level 3: Minimal Business Impact. The incident can be circumvented such that the services can be used with only slight inconvenience. The problem is insignificant and has no significant effect on usability.

Conditions for Closure of Help-Desk Ticket

Level 1: Resolved and closed when an incident resolution has been fully implemented.
Level 2: Resolved and closed when an incident resolution has been fully implemented.
Level 3: Resolved and closed when either (i) an incident resolution has been fully implemented, or (ii) 10 business days have elapsed since Proof’s communication of the information that Proof reasonably believes will resolve the incident (communicated by email to the subscriber’s designated contact), and the subscriber has not responded. The incident can be reopened later if not resolved.

On-Demand Notary and Platform Availability

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

Up to 240 minutes: No downtime credit
241-360 minutes: 1% credit
361-480 minutes: 3% credit
481-600 minutes: 5% credit
601 minutes or greater: 7% credit

Platform Availability Percentage (per calendar month)

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

Incident Priority Response Times

Incident Priority	Acknowledgement Time (Business Hours)	Provision of Incident Resolution or Interim Process	If Interim Process Provided, Max Timeframe for Resolution
Level 1	1 hour	8 hours	36 hours
Level 2	4 hours	24 hours	5 days

Personal Information Categories (California)

Personal Identifiers

Sources: Directly from you; indirectly from you as you use services; notaries; data analytics providers; social networks; advertising networks; internet/mobile service providers; counterparties in a transaction; credential analysis companies; identity verification services.
For job applicants: Directly from you; background check providers; recruiters; recruiting software providers.
Purpose: Provide services; communicate; protect and secure environment; verify, maintain, improve, upgrade, or enhance a product or service; identify and repair errors; advertise or market.
For job applicants: Assess application; satisfy legal obligations.
Recipients: Affiliates; advertising networks; social networks; technology service providers; customer relationship management providers; payment processors; mobile application platforms; tag management platforms; video sharing platforms; notaries; customer support platforms; data analytics providers; marketing platforms; mobile linking platforms; counterparties in a transaction; single sign-on providers; collaboration software providers; customer engagement and communication platforms; identity verification and anti-fraud solution providers; background screening companies; mortgage process digitization providers; electronic signature and digital transaction management providers; financial services companies; web mapping platforms.
Retention: Length of business relationship plus any legally required additional retention period or as long as business needs require, whichever is longer.

California Customer Records Personal Information

Sources: Directly from you; counterparties in a transaction; credential analysis companies; identity verification services.
For job applicants: Directly from you; background check providers; recruiters; recruiting software providers.
Purpose: Provide services; communicate; protect and secure environment; verify, maintain, improve, upgrade, or enhance a product or service; identify and repair errors; advertise or market.
For job applicants: Process application; satisfy legal obligations.
Recipients: Affiliates; advertising networks; social networks; technology service providers; customer relationship management providers; payment processors; mobile application platforms; tag management platforms; customer support platforms; data analytics providers; marketing platforms; mobile linking platforms; counterparties in a transaction; collaboration software providers; customer engagement and communication platforms; identity verification and anti-fraud solution providers; background screening companies; mortgage process digitization providers; electronic signature and digital transaction management providers; financial services companies; web mapping platforms.
Retention: Length of business relationship plus any legally required additional retention period or as long as business needs require, whichever is longer.

Characteristics of Protected Classifications

Sources: Directly from you; indirectly from you as you use services; notaries; data analytics providers; social networks; advertising networks; internet/mobile service providers; counterparties in a transaction; credential analysis companies; identity verification services.
For job applicants: Directly from you; background check providers; recruiters; recruiting software providers.
Purpose: Provide services; communicate; protect and secure environment; verify, maintain, improve, upgrade, or enhance a product or service; identify and repair errors; advertise or market; meet legal obligations.
Recipients: Affiliates; advertising networks; social networks; technology service providers; customer relationship management providers; payment processors; mobile application platforms; tag management platforms; video sharing platforms; notaries; customer support platforms; data analytics providers; marketing platforms; mobile linking platforms; counterparties in a transaction; collaboration software providers; customer engagement and communication platforms; identity verification and anti-fraud solution providers; background screening companies; mortgage process digitization providers; electronic signature and digital transaction management providers.
Retention: Length of business relationship plus any legally required additional retention period or as long as business needs require, whichever is longer.

Commercial Information

Sources: Directly from you; indirectly from you as you use services; notaries; data analytics providers; social networks; advertising networks; internet/mobile service providers; counterparties in a transaction.
Purpose: Provide services; communicate; protect and secure environment; verify, maintain, improve, upgrade, or enhance a product or service; identify and repair errors; advertise or market; meet legal obligations; maintain transaction records.
Recipients: Affiliates; advertising networks; social networks; technology service providers; customer relationship management providers; payment processors; mobile application platforms; tag management platforms; video sharing platforms; notaries; customer support platforms; data analytics providers; marketing platforms; mobile linking platforms; counterparties in a transaction; collaboration software providers; customer engagement and communication platforms; identity verification and anti-fraud solution providers; mortgage process digitization providers; electronic signature and digital transaction management providers; financial services companies; web mapping platforms.
Retention: Length of business relationship plus any legally required additional retention period or as long as business needs require, whichever is longer.

Biometric Information

Sources: Directly from you; indirectly from you as you use services; internet/mobile service providers; credential analysis companies; identity verification services.
Purpose: Provide services; communicate; protect and secure environment; verify, maintain, improve, upgrade, or enhance a product or service; identify and repair errors; meet legal obligations; maintain transaction records.
Recipients: Affiliates; technology service providers.
Retention: Length of business relationship plus any legally required additional retention period or as long as business needs require, whichever is longer.

Internet and Other Electronic Network Activity Information

Sources: Indirectly from you as you use services; data analytics providers; social networks; advertising networks; internet/mobile service providers.
Purpose: Provide services; detect security incidents; protect against malicious, deceptive, fraudulent, or illegal activity; verify, maintain, improve, upgrade, or enhance a service or device; identify and repair errors; advertise or market; perform analytics.
Recipients: Affiliates; advertising networks; social networks; technology service providers; customer relationship management providers; payment processors; mobile application platforms; tag management platforms; video sharing platforms; customer support platforms; data analytics providers; marketing platforms; mobile linking platforms; single sign-on providers; collaboration software providers; customer engagement and communication platforms; identity verification and anti-fraud solution providers; mortgage process digitization providers; electronic signature and digital transaction management providers; financial services companies; web mapping platforms.
Retention: Length of business relationship plus any legally required additional retention period or as long as business needs require, whichever is longer.

Geolocation Data

Sources: Indirectly from you; devices you use to access services; data analytics providers; social networks; advertising networks; internet/mobile service providers.
Purpose: Provide services; protect and secure environment; verify, maintain, improve, upgrade, or enhance a product or service; identify and repair errors; advertise or market.
Recipients: Advertising networks; social networks; technology service providers; customer relationship management providers; mobile application platforms; tag management platforms; video sharing platforms; customer support platforms; data analytics providers; marketing platforms; mobile linking platforms; collaboration software providers; customer engagement and communication platforms; identity verification and anti-fraud solution providers; web mapping platforms.
Retention: Length of business relationship plus any legally required additional retention period or as long as business needs require, whichever is longer.

Sensory Data

Sources: Directly from you; indirectly from you as you use services; internet/mobile service providers; credential analysis companies; identity verification services.
Purpose: Provide services; communicate; protect and secure environment; verify, maintain, improve, upgrade, or enhance a product or service; identify and repair errors; meet legal obligations; maintain transaction records.
Recipients: Affiliates; technology service providers; counterparties in a transaction.
Retention: Length of business relationship plus any legally required additional retention period or as long as business needs require, whichever is longer.

Professional or Employment-Related Information

Sources: Directly from you; notaries; data analytics providers; social networks; advertising networks; counterparties in a transaction; credential analysis companies; identity verification services.
For job applicants: Directly from you; background check providers; recruiters; recruiting software providers.
Purpose: Provide services; communicate; protect and secure environment; verify, maintain, improve, upgrade, or enhance a product or service; identify and repair errors; advertise or market.
For job applicants: Process application.
Recipients: Affiliates; advertising networks; social networks; technology service providers; customer relationship management providers; payment pro