DISCLAIMER: READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT IS A BINDING LEGAL DOCUMENT BETWEEN YOU AND GRID151, LLC REGARDING YOUR USE OF CAM. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS OF USE, DO NOT USE CAM.

I. GENERALLY.

These Terms and Conditions of Use constitute a legal agreement (the “Agreement”) between you and Grid151, LLC (“Owner”) regarding your use of Owner’s website, https://gridbase.io/, and the interactive tools and content contained on that website (collectively “CAM”). You will be deemed to have accepted and agreed to all of the terms and provisions of this Agreement each time you access and use CAM. If you do not agree to all of the terms and provisions of this Agreement, you are not permitted to access or use CAM. If you have entered into a separate services agreement with Owner specific to CAM, the terms and conditions of that agreement (“Services Agreement”) shall govern and control in the event of any discrepancies between this Agreement and the Services Agreement.

Your right to use CAM is subject to this Agreement and the following policies that are posted on CAM from time to time: (i) the privacy policy; and (ii) any additional terms and conditions of use posted on CAM from time to time (collectively, the “Policies”). Owner may modify this Agreement and the Policies at any time by posting revised versions on CAM, and the modified versions will become effective immediately upon posting. By continuing to use CAM after the effective date of any modifications to this Agreement or the Policies, you agree to be bound by those modifications. It is your responsibility to check CAM regularly for modifications to this Agreement and any Policies.

In order to utilize CAM, you must authenticate an account (“Account”) that will be established for you by CAM. CAM will provide you with a user ID to your Account, and you will create a password for accessing your Account. Your user ID and password are referred to in this Agreement as your “Credentials”. Your Account will contain certain personal information about you, including contact and billing information that you provide to CAM (“User Information”). You may not reveal your Credentials to anyone else once you become an authorized user. Owner shall not be responsible for any Losses (as defined below) arising out of the unauthorized use of your Account, and you are solely responsible for any and all charges, fees, and expenses incurred through your Account (including, without limitation, by Authorized Users or anyone obtaining Credentials through Authorized Users). You agree to provide accurate and complete User Information and to regularly update your User Information to ensure that it remains accurate and complete. You agree that Owner may store and use your User Information for the purpose of maintaining your Account, billing and collecting fees from you, and any other purpose deemed reasonable by Owner. Owner retains the right to suspend or cancel your Account, and the account of any Closing Agent, at any time in Owner’s sole and absolute discretion.

You or Owner may terminate your access to CAM at any time, and for any reason. When your access to CAM terminates, all rights granted to you under this Agreement shall automatically terminate and revert to Owner, and you shall immediately cease all use of CAM. Termination of this Agreement or your access to CAM shall not relieve you of any liability for your breach of any provision of this Agreement accruing or occurring prior to the termination, and you will remain liable for all amounts due under your Account up to and including the date of termination. Owner’s rights, and your obligations, shall survive the expiration or earlier termination of this Agreement.

II. CAM’S PRODUCTS AND SERVICES.

Products and Services. CAM is an online, software-as-a-service (“SaaS”) tool that enables you, as a lender, to manage and monitor your network of real estate closing agents (“Closing Agents”) and to verify their compliance with various insurance, licensing, registration, surety bond, and customer service requirements generally required by lenders. Your Account contains a portal that permits you to review your Closing Agent network and all information available through CAM about your Closing Agents.

Through your Account, you may obtain compliance certificates for Closing Agents (“Compliance Certificates”). CAM generally captures the following information about Closing Agents who are registered on CAM: (i) the types and amounts of insurance coverage and surety bonds they carry, and evidence thereof such as insurance certificates and related proof of coverage; (ii) their licensure with state and local authorities to provide title insurance and real estate closing services; and (iii) escrow wire instructions (“Closing Agent Information”). Notwithstanding any Compliance Certificate, or any marketing materials, communications, or other statements to the contrary, you acknowledge and agree that CAM is relying on Closing Agents and third parties to provide the information contained on CAM and in Compliance Certificates, and that Owner and CAM will not independently verify the accuracy or completeness of the information provided. CAM RELIES ON THIRD PARTY PROVIDERS FOR THE ACCURACY OF THIS INFORMATION, AND THERE IS NO REPRESENTATION, WARRANTY, OR GUARANTEE BEING MADE TO YOU THAT THIS INFORMATION IS ACCURATE, RELIABLE, OR CURRENT IN ANY RESPECT.

You will have the option to create various settings for your Account, such as: (i) the frequency for which you wish to update Compliance Certificates; and (ii) minimum insurance coverage requirements for Closing Agents. Any changes to these Account settings must be submitted by you in writing to your CAM representative.

Closing Agents. When you engage a Closing Agent to provide services to you, you are entering into an agreement directly with that Closing Agent, and not with Owner or CAM. CAM obtains Closing Agent Information at certain specified times, namely when a Closing Agent creates an account on CAM and each anniversary thereof, and any time a lender requests updated information for that Closing Agent. Due to the fact that Closing Agent Information is not routinely reviewed and verified by CAM, there can be no assurance that it is up to date when viewed by you.  Owner does not represent, warrant, covenant, or guarantee to you: (i) that, at any given time, any Closing Agent has the experience, knowledge, certifications, or expertise that the Closing Agent represents having; (ii) that the Closing Agent is skilled or competent in the services that the Closing Agent provides; or (iii) any aspect of when or how the Closing Agent will perform any duties or obligations. You acknowledge that Closing Agents are not affiliates, subsidiaries, principals, agents, employees, or contractors of Owner, and that Owner has no role in how services are performed and delivered to you by Closing Agents. YOU AGREE THAT YOUR USE OF A CLOSING AGENT’S SERVICES IS AT YOUR SOLE RISK, AND THAT OWNER IS MAKING NO ASSURANCES TO YOU REGARDING THE QUALITY, PERFORMANCE, OR ACCURACY OF ANY SERVICES PROVIDED BY CLOSING AGENTS. IF YOU ARE NOT SATISFIED WITH THE NATURE OF SERVICES OR HOW THEY ARE PROVIDED, YOU AGREE TO LOOK SOLELY TO THE CLOSING AGENT, AND NOT TO OWNER, FOR CORRECTION AND REMEDIATION. OWNER DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND COVENANTS ABOUT CLOSING AGENTS, THEIR SERVICES, AND HOW SERVICES ARE DELIVERED TO YOU.

III. YOUR USE OF CAM.

Usage License. Subject to the terms and conditions of this Agreement and the Policies, Owner grants to you a personal, non-exclusive, non-transferable, and revocable license to access and use CAM. This license to access and use CAM does not give you any ownership interest in CAM or any of its associated intellectual property, all of which shall remain the sole and exclusive property of Owner and its licensors (as applicable). Owner reserves the right to update and make changes, additions, or deletions to CAM (“Modifications”) at any time, for any reason, and without notice to you. All rights in any such Modifications will be owned exclusively by Owner. Owner may make any such Modifications available to you under the terms of this Agreement or any other terms and conditions offered by Owner, and may cease usage of prior versions of CAM, in its sole and absolute discretion.

Communication of Your Information to Consumers and Closing Agents. For as long as you have an active Account on CAM, you consent and agree to Owner and CAM providing the following information and materials concerning you: (i) all contact information associated with your Account to Consumers and Closing Agents so that they may contact you about loan products and Closing Agent Services; and (ii) all information that you have provided through your Account to shop for and select Closing Agents and Closing Agent Services.

Restrictions on Use. You agree that the license granted to you under this Agreement expressly prohibits you from: (i) redistributing, retransmitting, publishing, transferring, commercializing, or otherwise exploiting CAM; (ii) reverse engineering, decompiling, or modifying CAM; and (iii) copying or redistributing CAM, including, without limitation, by creating an archive of any portion or content of CAM. You agree that you are strictly prohibited from accessing or attempting to access any areas of the computer system where CAM is hosted. You further agree that you will not: (i) use any robot, spider, other automatic device or manual process to “screen scrape”, monitor, mine, or copy any portion of CAM or the content contained therein; (ii) spam or send unsolicited communications to any other user of CAM for any reason; (iii) enter into or transmit via CAM any information that contains a virus, bug, or other harmful item; (iv) use any device, software, or routine to interfere or attempt to interfere with the proper working of CAM; (v) enter into or transmit via CAM any unlawful, fraudulent, harassing, libelous, or obscene information of any kind, or otherwise utilize CAM for any unlawful, fraudulent, harassing, libelous, or obscene purpose; (vi) enter into or transmit via CAM any information (including but not limited to, text, imagery, audio recordings, or video recordings) in violation of another party’s copyright or intellectual property rights; (vii) take any action that imposes an unreasonable or disproportionately large load on the infrastructure hosting CAM; or (viii) violate any laws, regulations, or terms and conditions applicable to you or your use of CAM. In the event of your breach of any of these restrictions or any other term of this Agreement, Owner may, in addition to all other remedies available to Owner of any type or nature (whether under this Agreement, the Policies, at law, in equity, or otherwise), terminate this Agreement and your usage of CAM without any refund of any payments made by you (regardless of whether the corresponding products or services have been provided).

Availability. You agree that CAM may not be available on a continuous or uninterrupted basis and that CAM may be inaccessible or inoperable for any reason, including, but not limited to, periodic maintenance or repairs, equipment malfunctions, Internet or wireless service interruption or failure, and other causes beyond the control of Owner or that could not be reasonably foreseen by Owner. The use of CAM on more than one device may result in the loss of data or information. Owner does not guarantee the integrity of information transmitted via CAM. Owner shall not be liable for the inadvertent disclosure of, or corruption or erasure of, information transmitted, received, or sorted on Owner’s system. Owner shall further not be liable for any Losses which may be suffered by you as a result of the loss of information, your inability to access or use CAM, or any other service interruptions, regardless of whether they are caused by the fault or negligence of Owner.

Consent to Use of Data. You agree that Owner and its affiliates may, at any time or from time to time in their sole and absolute discretion, monitor, record, collect, and use any data and related information that is inputted into CAM by you or which is generated by CAM for you (“Data”). Owner and its affiliates may use Data in any manner, and for any purpose, as Owner or its affiliates decide in their sole and absolute discretion. All Data is subject to a worldwide, perpetual, royalty-free, assignable, and irrevocable license and right in favor of Owner and its affiliates to monitor, record, and permanently retain the Data in any manner permitted by applicable law, to the extent necessary to perform Owner’s obligations under this Agreement, and to analyze, mine, process, aggregate, and to perform any other task or function with respect to Data including, without limitation, the sale of independent or aggregated Data to third parties. Any analysis, database, aggregation, derivative, discovery, or other work developed by Owner or its affiliates from Data shall be their sole and exclusive property, and you hereby waive and disclaim all rights thereto.

Methods of Communication. Owner may notify you with respect to any issue relating to your Account or your use of CAM by sending an e-mail message to the address associated with your Account, by letter via certified U.S. mail to the mailing address associated with your Account, or by posting such notice on CAM. Owner may elect any of these means of communication. Notices shall become effective immediately if sent by e-mail or posted on CAM, or two (2) days after being sent by certified U.S. mail.

IV. NOTICES.

Third Party Websites and Services. CAM invokes a number of websites, software, and services that were not developed or are not operated by Owner and that are not under the control of Owner, including, but not limited to, your mobile phone’s or computer’s operating system, browser, email and SMS programs, dialer, and other websites and services. Owner cannot assure you that these third party websites and services will function and expressly denies any liability related to such third party websites and services.

DISCLAIMER OF WARRANTIES. CAM, INCLUDING ALL OF ITS CONTENT, APPLICATIONS, AND FUNCTIONS, IS PROVIDED “AS IS,” “WITH ALL FAULTS,” AND WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED. OWNER DISCLAIMS ALL WARRANTIES WITH RESPECT TO CAM AND COMPLIANCE CERTIFICATES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CONDITION, UNINTERRUPTED USE, MERCHANTABILITY OF COMPUTER PROGRAMS, AND DATA ACCURACY, EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.  OWNER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE OPERATION OF CAM, THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF, CAM CONTENT OR COMPLIANCE CERTIFICATES, AND OWNER MAKES NO COMMITMENT TO UPDATE CAM OR ITS CONTENT, OR ANY COMPLIANCE CERTIFICATE. OWNER DOES NOT WARRANT THAT ANY CONTENT AVAILABLE FOR ACCESS ON CAM, IF ANY, WILL BE FREE FROM INFECTION, VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. OWNER DOES NOT WARRANT THAT CAM WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS IN CAM WILL BE CORRECTED. YOU AGREE THAT FROM TIME TO TIME OWNER MAY REMOVE, DISCONTINUE, OR CANCEL ANY ASPECT OF CAM FOR AN INDEFINITE PERIOD OF TIME WITHOUT NOTICE TO YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OWNER OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE OR BE DEEMED TO CREATE ANY REPRESENTATION, WARRANTY, OR COVENANT OF ANY TYPE OR NATURE WHATSOEVER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER; THEREFORE, IN SUCH AN EVENT, THE FOREGOING PROVISIONS SHALL BE CONSTRUED TO PROVIDE THE MAXIMUM EXCLUSION AND LIMITATION OF WARRANTIES AS PERMITTED BY SUCH APPLICABLE LAW.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO CASE SHALL OWNER OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, OR LICENSORS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE, OR INABILITY TO USE, CAM OR ANY SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN SUCH AN EVENT, THE FOREGOING PROVISIONS SHALL BE CONSTRUED TO PROVIDE FOR THE MAXIMUM LIMITATION OF LIABILITIES AS PERMITTED BY SUCH APPLICABLE LAW.  In no event shall Owner’s total liability to you for damages, other than as may be required by applicable laws, exceed the amount of Fifty and No/100 Dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. Owner will not entertain or respond to any claim that it believes is false, fraudulent, or made in bad-faith.

V. YOUR ADDITIONAL RESPONSIBILITIES.

Indemnity and Waiver. To the maximum extent permitted by law, you agree to indemnify, save, pay, insure, defend, protect, and hold harmless Owner, its affiliates, and their respective members, managers, officers, employees, affiliates, agents, contractors, principals, and licensors from and against any and all claims, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees through all levels of adjudication, including settlement and appeal) (collectively, “Losses”) arising out of or accruing from: (i) your use or misuse of CAM; (ii) any breach by you of your obligations under this Agreement or any of the Policies; (iii) your violation of any applicable laws; (iv) services provided by Closing Agents to you; (v) any claim brought by a Closing Agent, Consumer, or any other third party relating to you; and (vi) any act of fraud, negligence, or willful misconduct made by you.

Additional Representations, Warranties, and Covenants. By using CAM, you represent, warrant, and covenant to Owner that, at all times: (i) you have full power and authority to enter into this Agreement, and to abide by all of the terms and conditions of this Agreement and the Policies; (ii) you have all of the rights, powers, and privileges necessary and required in order to grant the licenses set forth in this Agreement; (iii) all information that you input into CAM will be true, correct, and complete at all times; and (iv) you will not engage in any obscene, offensive, or harassing behavior through CAM and will conduct yourself in a professional, workmanlike, first-class, and courteous manner at all times.

VI. MISCELLANEOUS PROVISIONS.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida (without regard to the principles thereof relating to conflicts of law) and, where, applicable the Federal Arbitration Act and other applicable federal law, in each case without regard to principles of conflict of laws.

BINDING ARBITRATION. Any dispute or claim relating in any way to this Agreement, the Policies, or your use of CAM will be exclusively resolved by binding arbitration, rather than in court, except that you or Owner may assert claims in small claims court if they qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of this Agreement as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent – Paracorp Incorporated, 2140 S. DuPont Hwy., Camden, DE 19934. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. The arbitration costs and expenses of each party shall be borne by that party.

You and Owner each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND OWNER EACH WAIVE ANY RIGHT TO A JURY TRIAL.

Notwithstanding the foregoing provisions of this section, Owner may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of Owner’s, its affiliates’, or and third party’s intellectual property or other proprietary rights, and the prevailing party in such a proceeding shall be entitled to recover from the other party such prevailing party’s reasonable attorneys’ fees and expenses arising from such action.

Other Provisions. No amendment or waiver of any provision of this Agreement is binding on Owner unless in writing and signed by Owner in each instance. This Agreement binds, and will inure to the benefit of, the parties and their respective successors and assigns. You may not assign your rights or delegate your obligations under this Agreement. In the event any provision of this Agreement is held by a court of competent jurisdiction or arbitrator to be unenforceable in any jurisdiction, then such portion or provision will be deemed to be severable as to such jurisdiction (but, to the extent permitted by applicable laws, not elsewhere) and will not affect the remainder of this Agreement, which will continue in full force and effect. If any provision of this Agreement is held to be so broad as to be unenforceable, such provision will be interpreted to be only as broad as is necessary for it to be enforceable. Owner and its affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond Owner’s or its affiliates’ reasonable control. This Agreement shall be construed as if both you and Owner jointly prepared it, and no provision shall be construed against Owner on the basis that Owner prepared it. You acknowledge and agree that any breach or threatened breach by you of any of the covenants and restrictions related to usage of CAM, intellectual property, proprietary information, termination, and your other responsibilities contained in this Agreement will give rise to irreparable injury which may not be adequately compensated by damages and, therefore, you agree that in the event of any such breach or threatened breach, Owner may seek and shall be entitled to injunctive relief and to the enforcement of these covenants and restrictions by specific performance, in addition to any other rights and remedies available hereunder or under applicable law. If you place a telephone call to Owner, you acknowledge and agree that the call may be recorded by Owner for quality assurance, training, and record-keeping purposes.

Electronic Communications and Signatures. When you use CAM, or you send e-mails, text messages, or other communications from your desktop or mobile device to Owner or CAM, you are communicating electronically. You consent to receive communications from Owner and CAM electronically, such as e-mails, text messages, mobile push notices, or notices and messages posted on CAM, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that Owner and CAM provide to you electronically satisfy any legal requirement that such communications be in writing.

From time to time, you may be asked by CAM to “click-to-accept”, to type your name, or to provide some other type of verification in order to make certain acknowledgements and agreements. You agree that, by clicking “ACCEPT” (or its equivalent), by typing your name, or by providing any other type of electronic confirmation that is requested, you are providing an electronic signature to CAM that creates a legally binding obligation on you. You further acknowledge and agree that your electronic signature is the legal equivalent of a manual signature, and that no certification authority or other third party verification is necessary to validate the electronic signature in order to make the signature enforceable or evidence of a resulting contract.

VII. CANCELLATION & REFUND POLICY

You may cancel your CAM membership at any time by visiting Your Account and adjusting your membership settings.

Cancellation policy – Cancellation requests must be received by the 25th of the month to be effective for the start of the next month.

Cancelling your subscription. In order to cancel your subscription:

You may also cancel your subscription by visiting Your Account and adjusting your membership settings. Once your account has been cancelled, you will receive a confirmation email.

IMPORTANT: You are responsible for the full subscription fee in the month in which you cancel, i.e., if you cancel your subscription in August, you are responsible for August fees. Your subscription for that month remains active and fully functional until the end of that month. After the end of the month, your account will cease to work and you will not be charged again. It is not necessary to wait until the last day of the month to cancel your subscription. If you have any problems cancelling your subscription, please contact Customer Support at 844.833.3495.

What we do to protect your information: We use encryption technology to ensure the secure transmission of any personal information you provide while using CAM. All transactions at our site are conducted using 128-bit Secure Sockets Layer (SSL) encryption. You can easily determine when you're sending data securely by looking at the Web address (URL) in your browser window: the first few letters will change from "http" to "https" when you are transmitting information protected by SSL encryption (the "s" in "https" stands for "secure").

Secure Sockets Layer, SSL, is the standard security technology for creating an encrypted link between a web server and a browser. This link ensures that all data passed between our web server and your browser remains private and secure.