Terms of Use

1. Service Description & “As-Is” Provision

ClosingClock is a software-as-a-service productivity tool that uses artificial intelligence to extract deadlines and information from real estate contracts, generate calendar files, and send email reminders. The Service is intended to assist real estate professionals; it is not a substitute for professional judgment, legal counsel, or independent verification of contract terms.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. We make no representations that the Service will be error-free, uninterrupted, suitable for any particular purpose, or available at any specific time. The Service may contain bugs, produce incomplete or incorrect results, or change without notice.

YOU USE THE SERVICE AT YOUR OWN RISK.

2. AI-Generated Outputs — No Guarantee of Accuracy

ClosingClock uses artificial intelligence and machine-learning systems, including third-party large language models, to analyze documents and produce outputs. AI-generated outputs may contain errors, omissions, hallucinations, or misinterpretations. Without limitation, the Service may:

• Extract incorrect dates, deadlines, or closing dates from contracts
• Misidentify the Effective Date, inspection period, financing contingency expiration, or other time-sensitive milestones
• Miscalculate the number of days from a triggering event
• Misread, omit, or misattribute commission percentages, purchase prices, or other financial figures
• Fail to detect addenda, amendments, or contractual modifications
• Produce inaccurate or incomplete responses from the AI chat assistant
• Generate calendar files or email reminders for incorrect dates

YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND CONFIRMING THE ACCURACY OF ALL EXTRACTED DATA — INCLUDING DEADLINES, DATES, COMMISSION FIGURES, AND CONTRACT TERMS — AGAINST THE ORIGINAL SOURCE DOCUMENT BEFORE RELYING ON THEM FOR ANY REAL ESTATE TRANSACTION, LEGAL DECISION, OR FINANCIAL DECISION.

Do not use the Service as a substitute for reading your contract carefully or consulting qualified professionals. The Service is a productivity aid, not a replacement for due diligence.

3. No Legal, Financial, or Professional Advice

Nothing in the Service — including AI-generated responses, extracted data, reminders, calendar files, summaries, or any other output — constitutes legal advice, financial advice, tax advice, real estate brokerage advice, or any other form of professional advice. ClosingClock is a software productivity tool, not a law firm, brokerage, fiduciary, or licensed professional service provider.

No attorney-client, broker-client, or fiduciary relationship is formed by your use of the Service. For questions about the legal meaning of contract terms, your contractual obligations, your rights, fiduciary duties, or specific transactions, consult a licensed real estate attorney, broker, or other qualified professional in your jurisdiction.

4. User Responsibility for Deadlines and Transactions

Missing a real estate deadline can have serious legal and financial consequences, including loss of earnest money, contract termination, breach claims, or liability. By using the Service, you acknowledge and agree that:

• You remain solely responsible for tracking and meeting all deadlines in your transactions
• The Service is a supplementary tool and is not a substitute for your own diligence
• You must independently verify all extracted deadlines against the original contract documents
• You will not rely solely on the Service for time-sensitive decisions
• We are not liable for missed deadlines, failed transactions, lost earnest money, lost commissions, lost deals, or any other losses arising from your use of or reliance on the Service

5. Uploaded Documents

By uploading documents to the Service, you represent and warrant that you have the legal right to upload, process, store, and share those documents electronically, and that you have obtained any consent required from third parties whose information appears in those documents.

We do not review uploaded documents for legal validity, completeness, accuracy, or fitness for any purpose. The Service processes files as-is. You retain ownership of the documents you upload; by uploading, you grant us a limited, non-exclusive license to store and process those files solely to provide the Service to you.

6. Account, Subscription, and Payment

You are responsible for maintaining the security and confidentiality of your account credentials and for all activity that occurs under your account. You agree to provide accurate, current, and complete account information and to keep it up to date.

Subscription fees are billed through Stripe, our payment processor. By subscribing, you authorize us (through Stripe) to charge your designated payment method on a recurring basis according to the plan and billing cycle you select. Free trials, when offered, automatically convert to paid subscriptions at the end of the trial period unless cancelled before the trial ends.

All fees are non-refundable except as required by applicable law or as expressly stated at the time of purchase. We reserve the right to change pricing with reasonable advance notice; price changes will not apply to your current billing period.

We reserve the right to suspend, restrict, or terminate access for non-payment, fraudulent payment activity, chargebacks, or violation of these Terms.

7. Acceptable Use

You agree that you will not:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation
• Upload malware, malicious code, or content that violates third-party rights
• Attempt to reverse-engineer, decompile, scrape, copy, or abuse the Service's AI capabilities or underlying infrastructure
• Use the Service to train any machine-learning model or to compete with the Service
• Share account access with unauthorized users or exceed any seat or contract limits of your subscription plan
• Misrepresent your identity, your authority, or your affiliation with any organization
• Use the Service to harass, defraud, or harm any person
• Interfere with or circumvent any security, rate-limiting, or access-control feature of the Service

We reserve the right to suspend or terminate access for any violation of these Terms.

8. Indemnification

You agree to defend, indemnify, and hold harmless ParClark Tech Solutions LLC, its owners, members, officers, employees, contractors, agents, and service providers (collectively, the “Indemnified Parties”) from and against any and all claims, demands, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of the Service; (b) your violation of these Terms; (c) your violation of any law, regulation, or third-party right; (d) any content you upload, submit, or share through the Service; (e) any decision you make or action you take in reliance on AI-generated outputs from the Service; or (f) any dispute between you and a third party related to your real estate transactions or use of the Service.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate with our defense.

9. Mandatory Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.

(a) Agreement to Arbitrate.Any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or your use of the Service (including non-contractual disputes) shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. The arbitration shall be conducted in Charleston, South Carolina, or remotely by video conference at the arbitrator's discretion. Judgment on the award may be entered in any court of competent jurisdiction.

(b) Class Action Waiver. YOU AND PARCLARK TECH SOLUTIONS LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of class proceeding.

(c) Opt-Out. You may opt out of this arbitration agreement by sending written notice to admin@closingclock.app within thirty (30) days of first accepting these Terms. Your opt-out notice must include your name, account email, and a clear statement that you are opting out of arbitration. Opting out will not affect any other terms.

(d) Exceptions. Either party may bring an individual action in small-claims court. Either party may also seek injunctive relief in a court of competent jurisdiction to protect intellectual property rights.

(e) Severability of this Section. If the class action waiver is found unenforceable, the entire arbitration agreement shall be void; the remainder of these Terms shall remain in effect.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PARCLARK TECH SOLUTIONS LLC, ITS OWNERS, MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, WE SHALL NOT BE LIABLE FOR: MISSED DEADLINES; FAILED, DELAYED, OR TERMINATED REAL ESTATE TRANSACTIONS; LOST EARNEST MONEY; LOST COMMISSIONS; LOST CLIENTS OR DEALS; DATA LOSS OR CORRUPTION; OR ANY DAMAGES ARISING FROM RELIANCE ON AI-GENERATED OUTPUTS.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (i) THE AMOUNT YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions our liability shall be limited to the maximum extent permitted by law.

11. Disclaimer of Warranties

WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, AND TITLE. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT EXTRACTED DATA WILL BE CORRECT OR COMPLETE, THAT REMINDERS WILL BE DELIVERED ON TIME, OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

12. Force Majeure

We will not be liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including but not limited to: acts of God; natural disasters; pandemic or epidemic; war, terrorism, or civil disturbance; government action or regulation; outages of internet, electricity, or telecommunications; outages or failures of third-party service providers (including but not limited to Stripe, Supabase, SendGrid, OpenAI, Anthropic, Vercel, and other infrastructure providers); cyberattacks; or labor disputes.

13. No Service Level Agreement

We do not provide any service level agreement (SLA) or guarantee of uptime, availability, or response times for the Service. We may, at our sole discretion, perform scheduled or emergency maintenance that results in temporary interruptions of the Service. We are not obligated to provide advance notice of such maintenance.

DO NOT TREAT THE SERVICE AS YOUR SOLE SYSTEM FOR TRACKING TIME-SENSITIVE OBLIGATIONS. Maintain your own independent system of record for all deadlines and contractual obligations.

14. Third-Party Services

The Service integrates with and depends on third-party providers including, but not limited to: Stripe (payment processing), Supabase (database, authentication, and file storage), SendGrid (email delivery), OpenAI and Anthropic (AI language model providers), and Vercel (hosting). We are not responsible for the availability, accuracy, security, or conduct of these third-party services. Your use of integrated third-party services may be subject to their respective terms and privacy policies.

15. Intellectual Property

All software, design, trademarks, logos, content, and other materials comprising the Service are owned by or licensed to ParClark Tech Solutions LLC and are protected by United States and international intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your own internal business purposes consistent with these Terms.

You may not copy, modify, distribute, sell, sublicense, reverse-engineer, or create derivative works of any part of the Service. You retain ownership of the documents you upload, subject to the license granted to us in Section 5.

16. Termination

Termination by You.You may cancel your subscription and terminate your account at any time through the Service's billing settings or by contacting us at admin@closingclock.app. Cancellation takes effect at the end of your current billing period; no pro-rata refunds are provided.

Termination by Us. We may suspend or terminate your account, with or without notice, for any violation of these Terms, for non-payment, for fraudulent or abusive activity, or if we discontinue the Service. We may also discontinue the Service in whole or in part at any time.

Effect of Termination. Upon termination, your access to the Service will cease and your uploaded documents may be deleted in accordance with our Privacy Policy. You should export any data you wish to retain before termination.

17. Survival

Sections that by their nature should survive termination of these Terms shall survive, including without limitation: Section 2 (AI-Generated Outputs), Section 4 (User Responsibility), Section 8 (Indemnification), Section 9 (Arbitration), Section 10 (Limitation of Liability), Section 11 (Disclaimer of Warranties), Section 15 (Intellectual Property), Section 17 (Survival), Section 18 (Severability), and Section 19 (Entire Agreement).

18. Severability

If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if not possible, severed; the remaining provisions shall remain in full force and effect.

19. Entire Agreement; No Waiver

These Terms, together with our Privacy Policy, constitute the entire agreement between you and ParClark Tech Solutions LLC regarding the Service and supersede all prior or contemporaneous agreements, representations, or understandings. No waiver of any provision shall be effective unless in writing and signed by us. Our failure to enforce any right under these Terms is not a waiver of that right.

20. Modifications to the Service and Terms

We reserve the right to modify, suspend, or discontinue any part of the Service at any time. We may also update these Terms from time to time. If we make material changes, we will provide reasonable notice (by email or by posting a notice in the Service) before the changes take effect. Continued use of the Service after the effective date of any changes constitutes your acceptance of the updated Terms.

21. Governing Law and Venue

These Terms are governed by the laws of the State of South Carolina, without regard to its conflict-of-law principles. Subject to the arbitration provisions in Section 9, any judicial action permitted by these Terms shall be brought exclusively in the state or federal courts located in Charleston County, South Carolina, and you consent to the personal jurisdiction of those courts.

22. Assignment

You may not assign these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms or our rights under them, in whole or in part, without notice or consent, including in connection with a merger, acquisition, or sale of assets.

23. Contact

Questions about these Terms? Contact us at admin@closingclock.app.

ParClark Tech Solutions LLC
Summerville, SC, United States