ClosingMind — Terms of Service

Last updated: [EFFECTIVE DATE]

⚠️ BETA DOCUMENT — REVIEW BY LICENSED COUNSEL REQUIRED BEFORE PUBLIC LAUNCH. This document was drafted to be comprehensive and Arizona-specific, but it has not been reviewed or approved by a licensed Arizona attorney. It is a strong starting point for the Arizona private beta, not a substitute for legal review. The operating company should have an Arizona attorney review and finalize these Terms before any public launch or material change in data handling. Items in [BRACKETS] must be filled in by the operating company.

In plain language: ClosingMind is a tool for licensed Arizona real-estate agents. It computes estimates to help you show clients your value. It is not tax, legal, financial, or mortgage advice, and we are not a lender or a mortgage loan originator. You are responsible for the advice you give your clients and for the client information you put into the app. By using ClosingMind you agree to everything below.

1. Agreement to these Terms

These Terms of Service (the "Terms") are a binding agreement between you ("you," "your," or "Agent") and [LEGAL ENTITY NAME], [entity type, e.g. an Arizona limited liability company], which operates the ClosingMind application and website (collectively, "ClosingMind," "we," "us," or "our").

By creating an account, checking the acceptance box, or accessing or using ClosingMind, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use ClosingMind.

You agree that clicking to accept these Terms, or using the Service, constitutes your electronic signature and forms a valid and enforceable agreement under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN, 15 U.S.C. § 7001 et seq.) and the Arizona Electronic Transactions Act (A.R.S. § 44-7001 et seq.). You consent to transact electronically and to receive these Terms, notices, and disclosures electronically.

2. Eligibility

To use ClosingMind you represent and warrant that you: (a) are at least 18 years old; (b) are a real-estate licensee in good standing, or an authorized member of a licensed real-estate brokerage, doing business in Arizona; (c) have the authority to enter into these Terms (and, if you accept on behalf of a brokerage or other entity, authority to bind that entity); and (d) will use ClosingMind only in compliance with all laws and with the rules of the Arizona Department of Real Estate ("ADRE") and your employing broker.

ClosingMind is currently offered only in Arizona and is designed for use with Arizona transactions. It is not directed to, and may not be appropriate for, transactions or users outside Arizona.

3. What ClosingMind Is — and Is Not

ClosingMind is a decision-support and presentation tool. You enter facts about a real-estate transaction, and ClosingMind computes estimated dollar figures for tax and financial strategies (for example, the IRC § 121 home-sale exclusion, an IRC § 1031 exchange, an assumable mortgage, a Home Equity Conversion Mortgage (HECM), down-payment-assistance and Mortgage Credit Certificate (MCC) programs, seller concessions, and creative-financing structures) so you can illustrate potential value to your client.

ClosingMind does not invent numbers. Every figure is computed from the information you enter. Where information is missing, ClosingMind shows a "needs input" state rather than a guess.

3.1 NOT PROFESSIONAL ADVICE (read this)

ClosingMind and its outputs are estimates and general information only. They are NOT, and must not be relied upon or presented as, tax, legal, accounting, financial, investment, appraisal, or mortgage-lending advice.

  • Not tax advice. Figures involving capital-gains tax, the § 121 exclusion, § 1031 deferral, depreciation recapture, MCC credits, or any tax outcome are estimates that depend on individual circumstances and may exclude items such as Arizona state tax and the federal 3.8% net investment income tax. Verify with a CPA or tax professional before acting.
  • Not legal advice. ClosingMind does not provide legal advice and does not draft, and you must not use it to draft, contracts, addenda, clauses, or other legal documents. Creative-financing structures (subject-to, wrap mortgages, seller financing, and similar) raise legal, licensing, and due-on-sale issues that must be confirmed with a licensed attorney. Nothing in ClosingMind is the practice of law.
  • Not a lender; not a mortgage loan originator. Neither ClosingMind nor you, through ClosingMind, is a creditor, lender, mortgage broker, or mortgage loan originator under the SAFE Act (12 U.S.C. § 5101 et seq.), the Truth in Lending Act / Regulation Z (12 C.F.R. part 1026), or Arizona law. ClosingMind makes no loan offer, no commitment to lend, and no recommendation of any loan, lender, or loan terms. Loan-related figures are illustrative; actual terms come only from a licensed lender. Reverse-mortgage (HECM) figures are informational only and require HUD-approved counseling and a licensed specialist.
  • Verify everything. You and your clients must independently verify all figures, eligibility, deadlines (including any IRC § 1031 45-day / 180-day clocks), and program rules with the appropriate licensed professional, lender, program administrator, or government agency before relying on them.

4. Your Account and Security

You must provide accurate, current, and complete information when you register and keep it updated, including your employing-brokerage name and license information as required by ADRE (A.A.C. R4-28-502; A.R.S. § 32-2153). You are responsible for safeguarding your credentials and for all activity under your account. Notify us promptly at [SECURITY/SUPPORT EMAIL] of any unauthorized use. We are not liable for losses arising from your failure to secure your account.

5. Client Data and Your Professional Responsibilities

ClosingMind lets you enter information about your clients, including personal and financial details (names, ages, incomes, property addresses, mortgage balances, and prices). With respect to that client information:

  1. You are the controller of your clients' information. As between you and us, you decide what client information to enter and why. We act as your service provider / processor, handling that information on your behalf and on your instructions to provide the Service (see the Privacy Policy).
  2. You warrant authority and consent. You represent and warrant that you have the right, authority, and any consent or notice required to collect that information and to provide it to ClosingMind for processing, and that doing so does not violate any law, contract, agency duty, or your clients' privacy rights.
  3. You own the client relationship and the advice. ClosingMind is a tool for you; it does not create any relationship between us and your clients. You are solely responsible for the advice, representations, and disclosures you make to your clients, for confirming figures with the appropriate professionals, and for compliance with your fiduciary, agency, and licensing duties.
  4. Broker identification and advertising. When you share or present ClosingMind output to a client, you are responsible for including your employing-broker identification and for ensuring the presentation complies with ADRE advertising rules (A.A.C. R4-28-502; A.R.S. § 32-2153) and is not false or misleading.

6. Acceptable Use

You agree that you will not, and will not permit anyone to:

  • use ClosingMind for any unlawful, deceptive, or fraudulent purpose, or in violation of the FTC Act § 5 (15 U.S.C. § 45) or the Arizona Consumer Fraud Act (A.R.S. § 44-1521 et seq.);
  • use ClosingMind to discriminate, steer, or otherwise act in violation of the federal Fair Housing Act (42 U.S.C. § 3601 et seq.), the Equal Credit Opportunity Act / Regulation B (15 U.S.C. § 1691), or the Arizona Fair Housing Act (A.R.S. § 41-1491 et seq.) — including using program-eligibility signals (such as income, first-time-buyer, or age-based program gates) as a basis to treat clients differently on a protected basis;
  • present ClosingMind estimates to a client or third party as tax, legal, or lending advice, as a guarantee, as a loan offer, or as "free money," or otherwise in a false or misleading way;
  • give or receive any fee, kickback, or thing of value for the referral of settlement-service business in violation of RESPA § 8 (12 U.S.C. § 2607), or use ClosingMind to facilitate any such arrangement;
  • enter another person's information that you are not authorized to enter;
  • copy, scrape, reverse-engineer, decompile, resell, sublicense, or create derivative works of ClosingMind, or use it to build a competing product;
  • interfere with, overburden, probe, or attempt to gain unauthorized access to ClosingMind or its systems, or circumvent any security or usage limit; or
  • remove, alter, or obscure any disclaimer, notice, or attribution.

7. License

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use ClosingMind for your internal professional use as a licensed real-estate agent in Arizona. We reserve all rights not expressly granted.

8. Intellectual Property; Your Data

ClosingMind, including its software, engine, content, design, and trademarks, is owned by [LEGAL ENTITY NAME] and its licensors and is protected by intellectual-property laws. You receive no ownership rights in ClosingMind.

You retain ownership of the data you enter ("Your Data"). You grant us a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Your Data solely to provide, secure, and support the Service and as described in the Privacy Policy. We may create and use aggregated and de-identified data (which cannot reasonably be used to identify you, your clients, or any deal) to operate and improve the Service.

9. Third-Party Services

ClosingMind relies on third-party providers (for example, hosting, database, authentication, error-monitoring, and AI providers — see the Privacy Policy). Your use may be subject to their terms. We are not responsible for third-party services. Any reference in ClosingMind to a lender, title company, program administrator, or other third party is informational only and is not an endorsement, recommendation, or referral, and is not made in exchange for anything of value (consistent with RESPA § 8).

10. Beta; Fees

ClosingMind is currently offered as a private beta. Features may change, break, or be discontinued, and the Service is provided without any service-level commitment. [Pricing/fee terms — none during beta, or describe.] We may introduce or change fees on prospective notice.

11. Disclaimer of Warranties

THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. To the fullest extent permitted by law, we disclaim all warranties, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty as to the accuracy, completeness, reliability, or timeliness of any estimate, figure, eligibility signal, deadline, or other output. You acknowledge that estimates may be incorrect and must be independently verified.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, [LEGAL ENTITY NAME] AND ITS OWNERS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST DEALS, LOST DATA, OR AMOUNTS OWED OR PAID BY YOU OR YOUR CLIENTS (including any tax, fee, or transaction outcome) arising out of or relating to the Service or your reliance on any output, even if advised of the possibility.

OUR TOTAL LIABILITY FOR ANY CLAIM RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE CLAIM OR (B) US $100.

Some jurisdictions do not allow certain limitations; some of the above may not apply to you, and nothing here limits liability that cannot be limited by law.

13. Indemnification

You will indemnify, defend, and hold harmless [LEGAL ENTITY NAME] and its owners, employees, and suppliers from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) the advice, representations, disclosures, or services you provide to your clients or any third party; (c) your collection, entry, sharing, or handling of any client or third-party information, including any lack of authority or consent; (d) your violation of these Terms or of any law, regulation, or professional or licensing duty (including ADRE rules, fair-housing, RESPA, ECOA, and consumer-protection laws); and (e) your sharing or presentation of any ClosingMind output.

14. Dispute Resolution; Arbitration; Class-Action Waiver

Please read this Section carefully — it affects how disputes are resolved.

  1. Informal resolution first. Before starting any formal proceeding, you agree to contact us at [LEGAL/DISPUTES EMAIL] and try in good faith to resolve the dispute for at least 30 days.
  2. Binding arbitration. Except as provided below, any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration administered by [AAA or JAMS] under its applicable rules, before a single arbitrator, seated in Maricopa County, Arizona, under the Federal Arbitration Act.
  3. Class-action waiver. Disputes will be resolved only on an individual basis; you and we waive any right to bring or participate in a class, collective, or representative action.
  4. Exceptions. Either party may bring an individual claim in small-claims court, and either party may seek injunctive relief for intellectual-property or unauthorized-access claims in court.
  5. Opt-out. You may opt out of this arbitration agreement by emailing [LEGAL/DISPUTES EMAIL] within 30 days of first accepting these Terms.

Counsel should confirm the enforceability and final wording of this Section, including the class-action waiver and opt-out.

15. Governing Law and Venue

These Terms are governed by the laws of the State of Arizona, without regard to conflict-of-laws rules. Subject to Section 14, the exclusive venue for any dispute is the state and federal courts located in Maricopa County, Arizona, and you consent to their jurisdiction.

16. Compliance with Law

You represent and warrant that your use of ClosingMind complies with all applicable laws and professional duties, including ADRE licensing and advertising rules, the federal and Arizona Fair Housing Acts, ECOA/Regulation B, RESPA, the Truth in Lending Act/Regulation Z, the FTC Act, and the Arizona Consumer Fraud Act. You are responsible for any disclosure your client relationship or jurisdiction requires.

17. Term and Termination

These Terms apply while you use ClosingMind. You may stop using the Service at any time. We may suspend or terminate your access at any time, with or without cause or notice, including for violation of these Terms. Sections that by their nature should survive (including Sections 3, 5, 8, 11–16, and 18) survive termination. On termination you may request export or deletion of Your Data as described in the Privacy Policy.

18. Changes to these Terms or the Service

We may modify these Terms or the Service. If we make material changes to these Terms, we will provide notice (for example, in-app or by email) and update the "Last updated" date. Your continued use after the changes take effect constitutes acceptance. If you do not agree, stop using the Service.

19. Electronic Communications

You consent to receive communications from us electronically, including service, transactional, and account messages. We will obtain any consent required for marketing communications and honor opt-outs in accordance with the CAN-SPAM Act (15 U.S.C. § 7701 et seq.) and the Telephone Consumer Protection Act (47 U.S.C. § 227).

20. DMCA / Copyright

If you believe content on ClosingMind infringes your copyright, send a notice with the information required by the DMCA (17 U.S.C. § 512) to [DMCA/LEGAL EMAIL].

21. Miscellaneous

These Terms and the Privacy Policy are the entire agreement between you and us regarding the Service and supersede prior agreements. If any provision is unenforceable, the rest remains in effect and the provision will be enforced to the maximum extent permitted. Our failure to enforce a provision is not a waiver. You may not assign these Terms; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control. Notices to us go to the contact below.

22. Contact

[LEGAL ENTITY NAME] [MAILING ADDRESS] [SUPPORT / LEGAL EMAIL]

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