ClosedCount Terms of Service

CLOSEDCOUNT TERMS OF SERVICE Effective: September 16, 2026 1. Agreement. These Terms govern access to and use of ClosedCount, including its websites, applications, reports, calculation tools, account portals, and related services (the “Service”). By creating an account, clicking “I Agree,” or using the Service, you agree to these Terms. If you act for a brokerage, company, team, or organization, you represent that you have authority to bind it. 2. Software Service; No Professional Advice. ClosedCount is administrative software for real-estate transaction, commission, compensation, cap, fee, production, and related record tracking. ClosedCount is not a law firm, accounting firm, payroll provider, escrow agent, title company, real-estate brokerage, financial institution, or tax adviser. ClosedCount does not determine legal entitlement to compensation. Users must independently verify calculations and reports against governing agreements, closing records, brokerage records, and applicable law before making or authorizing payments or business decisions. 3. Customer Data and Accuracy. Customers and authorized users are responsible for the accuracy, completeness, legality, authorization, and timeliness of information entered into or uploaded to ClosedCount, including transaction data, commission rates, compensation plans, splits, caps, referral fees, deductions, coordinator fees, office charges, closing information, documents, and user information. Outputs depend on user-supplied data and rules. 4. Ownership. As between ClosedCount and the customer, the customer retains its rights in customer-provided business data and documents. ClosedCount and its licensors retain all rights in the ClosedCount software, code, interface, workflows, calculations, documentation, designs, branding, trademarks, service marks, and proprietary materials. No ClosedCount intellectual property is transferred by these Terms. 5. Brokerage and Agent Records. A brokerage account may retain its historical transaction, accounting, commission, audit, and related business records concerning transactions conducted through that brokerage, subject to applicable law and contractual obligations. An individual's identity and separate account relationship are distinct from a brokerage's historical business records. Customers remain responsible for determining what records may lawfully be transferred, retained, or disclosed. 6. Accounts and Security. Users must maintain accurate account information, protect credentials, restrict access to authorized persons, and promptly report suspected unauthorized access. Customers are responsible for activity conducted through their authorized accounts except as otherwise required by law. 7. Data Loss, Backup, and Availability. ClosedCount is not intended to be the customer's sole system of record, permanent document repository, accounting system, or backup service. Customers are responsible for maintaining independent copies and backups of records, reports, documents, transaction data, commission records, and other information necessary for business, accounting, regulatory, legal, or record-retention purposes. To the fullest extent permitted by law, ClosedCount and its owners, officers, directors, employees, contractors, developers, affiliates, agents, successors, and assigns are not responsible or liable for loss, deletion, corruption, alteration, destruction, unauthorized modification, failure to save, inability to retrieve, or temporary or permanent unavailability of data, documents, records, calculations, reports, or other information stored in or processed through the Service. This includes events involving hardware or software failure, database failure, hosting or cloud-service interruption, telecommunications or internet failure, third-party provider failure, synchronization or backup failure, cybersecurity incident, unauthorized access, user error, account configuration, maintenance, software update, force majeure, or other events beyond ClosedCount's reasonable control. ClosedCount does not warrant that data will never be lost, corrupted, deleted, compromised, or unavailable, or that the Service will operate uninterrupted or error-free. 8. Acceptable Use. Users may not misuse the Service; attempt unauthorized access; interfere with security or operation; introduce malicious code; use the Service unlawfully; infringe third-party rights; reverse engineer except where such restriction is prohibited by law; or use ClosedCount data or functionality to create an unauthorized competing copy. 9. Third-Party Services. ClosedCount may rely on hosting, database, authentication, email, communications, payment, analytics, or other providers. To the fullest extent permitted by law, ClosedCount is not responsible for interruptions, failures, acts, or omissions of third-party networks or providers. 10. Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” CLOSEDCOUNT DISCLAIMS EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, AND ERROR-FREE OPERATION. 11. Indemnification and Hold Harmless. To the fullest extent permitted by law, the customer and each authorized user agree to indemnify, defend, and hold harmless ClosedCount and its owners, officers, directors, employees, contractors, developers, affiliates, agents, successors, and assigns from third-party claims, demands, actions, proceedings, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and reasonable attorneys’ fees arising out of or relating to: (a) use or misuse of the Service; (b) inaccurate, incomplete, unauthorized, or improperly entered information; (c) any commission, compensation, employment, independent-contractor, brokerage, referral, or other agreement involving the customer or its users; (d) reliance on an output without independent verification; (e) violation of law, regulation, licensing requirement, contractual obligation, or third-party right; or (f) content, documents, information, or data supplied by the customer or its users. This obligation does not apply to the extent indemnification cannot lawfully be required. 12. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, CLOSEDCOUNT AND ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, DEVELOPERS, AFFILIATES, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST COMMISSIONS, LOST TRANSACTIONS, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, RECONSTRUCTION COSTS, REGULATORY CONSEQUENCES, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY. To the fullest extent permitted by law, ClosedCount's aggregate liability arising from the Service or these Terms will not exceed the greater of (a) amounts actually paid to ClosedCount by the customer during the twelve months before the event giving rise to the claim or (b) $100 if no fees were paid during that period. Nothing excludes or limits liability that cannot lawfully be excluded or limited. 13. Verification. Commission statements, company reports, cap calculations, projections, and financial outputs are administrative aids only. Customers are responsible for final review and approval. ClosedCount should not be the sole basis for disbursing funds or determining legal compensation rights. 14. Changes, Suspension, and Termination. ClosedCount may modify, improve, suspend, or discontinue features and may restrict or terminate access for security concerns, unlawful use, material breach, nonpayment when billing applies, or legitimate operational reasons. Where reasonably practicable, ClosedCount will provide notice of material service changes. 15. Changes to Terms. ClosedCount may revise these Terms. When a material revision requires renewed acceptance, the Service may require acceptance of the new version before continued use. ClosedCount may retain an electronic record identifying the version accepted and time of acceptance. 16. Electronic Records and Acceptance. The parties agree electronic acceptance, clickwrap records, electronic notices, and electronic records may be used. ClosedCount may retain acceptance records including account and user identifiers, name, email, date and time, agreement version, IP address, device/browser information, and an integrity identifier or copy of accepted terms. 17. Governing Law and Venue. These Terms are governed by Tennessee law without regard to conflict-of-law principles. Unless applicable law requires otherwise or the parties agree in writing to another process, actions arising from these Terms or the Service shall be brought in a court of competent jurisdiction in Tennessee. 18. Severability; Waiver; Entire Agreement. If a provision is unenforceable, it will be enforced to the maximum extent permitted and remaining provisions remain effective. Failure to enforce is not a waiver. These Terms, the Privacy Policy, and applicable written subscription terms constitute the agreement concerning the Service. 19. Contact. Questions may be directed to support@closedcount.com. © 2026 ClosedCount. All rights reserved.