Terms of Service

1. The service

ClosingCode helps you organize real estate transactions: deadlines, checklists, documents, client status pages and messages, in English and Spanish. Some offices can also use money tools (income, expenses, estimated tax) and LLC Desk (IRS Form 5472 filings) when we make them available.

The service is a tool for professionals. We are not a law firm, a real estate brokerage, a title or escrow company, a lender, an accounting firm or a tax adviser. We do not give legal, financial, tax or real estate advice, we do not hold or move money for transactions, and we do not represent anyone before a government agency.

• Deadline dates are calculated from the data you enter and the rules you choose. You must check every date against the signed contract and the law of the state where the property is located.
• Standard checklists, document lists, templates and translations are starting points. They may not fit every contract, brokerage or state.

2. Early access

While ClosingCode is in early access, the service is free. Features may be incomplete, may change or may be removed, and the service may be interrupted more often than a finished product.

Nothing is charged unless you choose a paid plan. We will email account owners at least 30 days before paid plans start; from that day every early-access office gets the full free trial described on the pricing page. We may end early access, or stop offering the service, with at least 30 days’ notice by email, and you will be able to export your data.

3. Who may use it

You must be at least 18 years old and use the service for business purposes – for example as a transaction coordinator, agent, brokerage or office, or for a company you own – not for personal, family or household purposes. If you use it for a company or a brokerage, you confirm that you are authorized to accept these Terms for it.

You may not use the service if you are on a US sanctions list or located in a country under comprehensive US sanctions, or to serve such persons.

4. Accounts and security

You sign in with a one-time link sent to your email or with a supported sign-in provider. Keep access to your email account secure. We recommend two-step sign-in (2FA); it is required for LLC Desk and for money data you share with an accountant.

Office owners and admins decide who joins their office and what role they have. You are responsible for the people you invite and for everything done in your account.

Tell us at security@closingcode.app right away if you believe your account has been accessed without permission.

5. Your data and your clients’ data

You own the information you put into the service (“Customer Data”), including details about your clients and the other parties of a transaction, and the documents you upload. You give us permission to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the service for you.

For Customer Data you are the business (controller) and we are your service provider (processor). Section 6 sets out how we handle it.

You are responsible for having the right to collect and share that information, for giving your clients the notices the law requires, and for the links you share (client status pages, document requests, agent intake form, agreement and signing links). Anyone who has such a link can use it until it expires or you cancel it.

You can download your data at any time (Settings → Export all office data).

6. Data processing terms

This section is our data processing agreement with you for Customer Data, including under Article 28 of the GDPR and under US state privacy laws such as the CCPA where they apply.

• Instructions. We process Customer Data only on your documented instructions: these Terms, how you use and set up the service, and your written requests – unless the law requires otherwise. We will tell you if we believe an instruction breaks the law.
• Limits. We do not sell or share Customer Data. We do not retain, use or disclose it for any purpose other than providing the service to you (including support, security and legal compliance), or outside our direct business relationship with you, and we do not combine it with personal information from other sources except as the law allows. We will tell you if we can no longer meet these obligations, and you may take reasonable steps to stop and fix any unauthorized use.
• People. Everyone who can access Customer Data is bound by confidentiality. Our staff access it only to give support or a migration you asked for, to keep the service secure, or when the law requires it.
• Security. We use the measures described in the Privacy Policy and keep them up to date.
• Sub-processors. You authorize the providers listed in the Privacy Policy. We bind each of them by written terms that protect the data at least as well as this section, and we remain responsible for them. We will update the list at least 30 days before a new provider starts processing Customer Data, except in an emergency. If you object for a reasonable data protection reason, you may end your subscription and we will refund prepaid fees for the unused period.
• Help. We help you answer requests from individuals and, taking into account the information available to us, with security, breach notifications and data protection impact assessments.
• Breaches. We will tell you without undue delay, and no later than 72 hours after we become aware of it, about a security breach that affects your Customer Data, with the information you need to meet your own obligations.
• Audits. On request we give you the information needed to show that we meet this section. You or an independent auditor bound by confidentiality may audit us once a year with 30 days’ notice, at your cost, or sooner after a breach or when an authority requires it.
• Transfers. Customer Data is hosted in the United States. Our team works from the European Union and may access it from there. Transfers to providers outside the European Economic Area use the EU-U.S. Data Privacy Framework or the EU Standard Contractual Clauses.
• End. When your subscription ends you can export your data during the read-only period, and we then delete it as described in section 15. Copies in backups expire within 30 days.
• Details. Subject and purpose: providing the service. Duration: your use of the service and the deletion period after it. Data: contact details, transaction details, documents, notes and messages, and for LLC Desk tax information including identification numbers. People: your clients, the other parties of a transaction, agents, LLC owners and your team.

7. Artificial intelligence features

Some features use artificial intelligence, for example reading a contract or an amendment, writing a message draft, answering a question about a deal or translating an LLC owner’s statement into English. AI can make mistakes. A result is a draft: nothing created by AI is saved as a date, sent or filed until a person reviews and approves it, and you remain responsible for what you approve.

We do not use Customer Data to train AI models, and our AI provider may not use it to train its models.

8. Emails, text messages and electronic signatures

Messages you send. The service prepares drafts. A message is sent only when a member of your office reviews it and clicks to send it (or schedules it). You are the sender and you are responsible for its content and for following the laws that apply to it, including the CAN-SPAM Act.

Text messages (when available). You may mark a person as “Agreed to text messages” only if that person gave you consent to receive texts about the transaction at that number. Use texts for the transaction, never for marketing. Each text names the sender and says how to stop; a person who replies STOP no longer receives texts through the service. If a person asks you to stop in any other way, untick the box at once. Message frequency depends on the transaction, and message and data rates may apply. You are responsible for following the Telephone Consumer Protection Act (TCPA) and carrier rules. Carriers are not liable for delayed or undelivered messages.

Our emails. We send service emails, such as sign-in links, invitations, security alerts and notices about your account or your data; they are part of the service. The morning report can be turned off in Settings. We send news or offers only with a way to unsubscribe.

Electronic records and signatures. You agree to receive notices and records from us electronically. Some features let other people accept a document by typing their name, for example your coordinator agreement or an LLC owner’s authorization; we keep the accepted text, the name and the date as a record. You decide whether an electronic acceptance fits your purpose, and if the other person is a consumer you must first obtain the consent required by the federal ESIGN Act. IRS forms are signed by hand on paper.

Wire fraud warning: never use the service to send or change wire or payment instructions. Tell your clients to confirm any instructions by phone with the title or escrow company at a number they already know.

9. LLC Desk and money tools

• LLC Desk fills in IRS Form 5472 with a pro forma Form 1120 (and Form 7004 when you ask) from the answers and documents provided by the office or the LLC owner. We do not check the answers for tax accuracy, choose tax positions or give tax advice, and we are not the paid preparer of the return.
• The LLC owner reviews and signs the forms and authorizes the filing. We send only a filing the owner has signed and authorized (and a Form 7004, which has no signature line, only when the office asks), by fax and by USPS Certified Mail, and we keep the proof of sending. We do not file anything on our own initiative, we do not represent anyone before the IRS, and we cannot promise how the IRS will process a filing or decide on a penalty.
• If you prepare these filings for clients for a fee, you are responsible for the obligations that apply to paid preparers, such as having a PTIN and signing as preparer.
• Tax information is used and disclosed only to prepare and send the filing and to keep its proof, as described in the Privacy Policy. It is never used for marketing, and never used or disclosed for another purpose without the owner’s separate written consent where Section 7216 of the Internal Revenue Code requires it.
• You are responsible for the filing deadlines. Send the signed copy early: fax lines and mail can be delayed.
• We are not responsible for IRS penalties, interest or other consequences caused by incomplete or wrong information, a late signature or authorization, or IRS processing. If a filing that was signed and authorized in time is not sent because of our error, we will send it as soon as possible, give you the records you need to ask the IRS for penalty relief, and refund the fee for that filing. Beyond that, section 17 applies.
• Money tools (income, expenses, mileage, estimated tax, Schedule C categories) give estimates from the numbers you enter. They are not a tax return and not tax advice; check them with your tax professional.

10. Acceptable use

You agree not to:

• break any law, including fair housing, privacy, anti-spam, telemarketing and consumer protection laws;
• upload malware or content you have no right to share;
• try to access other offices’ data, test or bypass our security, or overload the service;
• resell the service or use it to build a competing product;
• use the service to store payment card numbers, Social Security numbers or bank account numbers, unless a document that the transaction or the filing requires contains them.

We may suspend access that puts the service, other customers or the public at risk. When possible we will tell you first.

11. Plans, fees and taxes

Paid plans, prices and trial periods are shown before you buy. Card payments are processed by Paddle, a reseller acting as merchant of record, whose buyer terms also apply to the purchase. If we offer payment by invoice, the invoice says how to pay.

Fees are charged in advance for each billing period. Refunds follow our Refund Policy and any right the law gives you. Prices do not include taxes unless stated. We will give at least 30 days’ notice of a price change for an existing subscription.

Free migration, switch credits and referral months follow the conditions shown with the offer, have no cash value and may be changed for the future.

12. Third-party services

The service relies on trusted providers for hosting, storage, email, text messages, fax, mail, payments and AI features. They are listed in the Privacy Policy. Connections you choose (for example Google or Microsoft sign-in, Dotloop, Open To Close, webhooks or API keys) are governed by the terms of those providers, and you are responsible for what you send to them.

13. Intellectual property

We own the service, its software and design. You receive a limited, non-exclusive, non-transferable right to use it while your account is active. If you send us ideas or feedback, we may use them without obligation to you.

14. Availability and changes

We work to keep the service available and secure, but we do not promise it will be uninterrupted or error-free. We may improve or change features. If we remove a major feature you pay for, we will tell you in advance.

15. Ending your account and deleting data

During early access your office and its data stay until you delete them, close your account or we end early access with notice (section 2).

While a subscription is active, your data stays in the service for as long as you keep it there – closed deals remain available as your archive, which helps with state record-keeping rules for brokerages.

You may cancel at any time; the plan stays active until the end of the paid period. We may end or suspend accounts that seriously break these Terms.

After the paid period ends, your office becomes read-only for 90 days so you can export your data. If a free trial ends without a paid plan, the office becomes read-only for 30 days. Account owners are reminded by email 7 days and 1 day before the end. After the read-only period we delete the office’s Customer Data, including its files and any LLC Desk documents, from the active service within 30 days, unless the law requires us to keep it. Choosing a plan during the read-only period keeps everything. Backup copies expire within 30 days.

LLC Desk documents are kept as described in the Privacy Policy (in general 3 years after a filing is sent). Export them before your office is deleted if you need them longer.

16. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE EXTENT THE LAW ALLOWS, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

You remain responsible for your professional work, including meeting contract deadlines, the content of your messages and any filing you or your clients sign.

17. Limitation of liability

TO THE EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR DATA. EACH PARTY’S TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE IS LIMITED TO THE GREATER OF THE FEES YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT THAT CAUSED THE CLAIM AND 100 US DOLLARS.

These limits do not apply to your obligation to pay fees, to the indemnities in section 18, or to liability that cannot be limited by law, such as liability for fraud, gross negligence or intentional misconduct.

18. Indemnity

You will defend and indemnify us against third-party claims arising from Customer Data you had no right to use, from messages or filings sent through the service at your instruction, from your services to your own clients, or from your breach of these Terms.

We will defend and indemnify you against third-party claims that the service, as we provide it, infringes a US patent, copyright or trademark. This does not apply to claims caused by your data, your changes or your combination of the service with something we did not provide.

The party asking for protection must tell the other party promptly, let it control the defense and cooperate reasonably.

19. Governing law and disputes

These Terms are governed by the laws of the State of Wyoming, USA, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.

Before going to court, both parties will try to resolve a dispute in good faith for at least 30 days after written notice. After that, disputes will be resolved by the state or federal courts located in Wyoming, unless mandatory law gives you another forum. Either party may instead bring an individual claim in a small-claims court that has jurisdiction, and either party may ask any competent court for urgent relief.

To the extent the law allows, each party brings claims only individually, not as a plaintiff or class member in a class or representative action, and both parties waive a jury trial.

20. Changes to these Terms

We may update these Terms. We will post the new version here with its date and, for material changes, notify account owners by email at least 30 days before they take effect. If you do not agree, you may cancel before that date and we will refund prepaid fees for the unused period. If you keep using the service after that date, the new Terms apply. Changes required by law may take effect sooner.

21. General terms

• Assignment. We may transfer these Terms and your account to an affiliate or to a successor of our business, including ClosingCode Software LLC, a Wyoming company we plan to form to run ClosingCode. We will tell account owners by email; the transfer does not reduce your rights under these Terms. You may transfer your account only with our written consent, which we will not refuse unreasonably for a successor of your business.
• Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as outages of internet, power or carriers, IRS or postal delays, natural disasters or government action. Payment obligations are not excused.
• Whole agreement. These Terms, the Privacy Policy, the Refund Policy and the details of your plan are the whole agreement between us about the service. If a provision is found unenforceable, it is limited as little as needed and the rest stays in effect. Not enforcing a provision is not a waiver.
• Notices. We send notices to the email of the account owners. You send notices to support@closingcode.app or to our address below.
• Relationship. The parties are independent. These Terms give no rights to third parties. Sections that by their nature should survive the end of your account (such as payment, data processing, disclaimers, limits of liability, indemnity and disputes) survive.
• Language. These Terms are written in English. The Spanish version is provided for your convenience; if the two differ, the English version controls.

22. Contact

DRUKXPERT.PL sp. z o.o., ul. Małopolska 41, 45-301 Opole, Poland. Email: support@closingcode.app. Payments: billing@closingcode.app. Privacy: privacy@closingcode.app. Security: security@closingcode.app.