Terms of Service

1. Acceptance of Terms

Welcome to CloseRelay. These Terms of Service ("Terms") govern your access to and use of the CloseRelay platform, website, and services (collectively, the "Service") operated by Lux & Grand LLC, doing business as CloseRelay ("Company," "we," "us," or "our").

By accessing or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you may not access or use the Service. We encourage you to read these Terms carefully before using CloseRelay.

2. Service Description

CloseRelay is an electronic signature and document management platform designed for real estate professionals. The Service enables users to:

• Create, send, and manage electronic signature requests ("Relays")
• Upload, store, and organize real estate documents
• Collect legally binding electronic signatures from parties
• Track document status and manage transaction workflows
• Collaborate with team members, clients, and other stakeholders
• Manage contacts and customer relationships

Certain features of the Service may be described as "unlimited." These features are intended for normal business use. We reserve the right to monitor usage and restrict, modify, or suspend access if usage negatively impacts system performance, security, or other users. For details on specific usage limits, see Section 9.1 (Fair Use Policy).

We reserve the right to modify, update, or discontinue any aspect of the Service at any time, with or without notice. We will make reasonable efforts to notify users of material changes that affect their use of the Service.

3. User Accounts and Responsibilities

To access certain features of the Service, you must create an account. When creating an account, you agree to:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized use of your account

You are responsible for all activity on your account, whether or not you authorized that activity. You must not share your account credentials with any third party. We are not liable for any loss or damage arising from your failure to maintain the confidentiality of your account credentials.

You must be at least 18 years of age to use the Service. By using the Service, you represent and warrant that you meet this age requirement.

4. Electronic Signatures and Legal Effect

CloseRelay facilitates the creation and collection of electronic signatures. By using the Service to sign or request signatures on documents, you acknowledge and agree to the following:

• Electronic signatures created through the Service are intended to be legally binding and enforceable under applicable law, including the United States Electronic Signatures in Global and National Commerce Act (ESIGN Act, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act (UETA) as adopted by applicable states.
• By applying your electronic signature to a document through the Service, you consent to conducting the transaction electronically and intend your electronic signature to have the same legal effect as a handwritten signature.
• You acknowledge that certain documents may not be eligible for electronic signature under applicable law (e.g., wills, certain family law documents, court orders). It is your responsibility to determine whether a document is eligible for electronic signature.
• CloseRelay maintains audit trails for each signed document, including timestamps, IP addresses, and signer identification information to support the validity and enforceability of electronic signatures.

4.1 Identity and Authentication

CloseRelay offers multiple levels of signer authentication, which may be configured on a per-document basis by the sender:

• Basic (Default): Signers are authenticated through access to a unique, private email link sent to the email address specified by the sender.
• Secure (Recommended for sensitive documents): In addition to the email link, signers must confirm a one-time verification code (OTP) sent to their email address before signatures can be applied. This option can be enabled per document by the sender.

• CloseRelay does not independently verify a signer's legal identity (for example, via government-issued identification). Senders who require additional identity assurance should enable OTP verification or implement their own identity checks outside the Service.
• Users are responsible for ensuring that the correct recipients are selected and that signers are authorized to execute the documents sent through the Service.

4.2 Consent to Electronic Records and Disclosure

By using the Service to sign or request signatures, you consent to receive records electronically, including but not limited to signed documents (PDF), audit trail certificates, signature request notifications, verification codes, and transactional emails. You acknowledge the following:

• Hardware and Software Requirements: To access and retain electronic records, you need a device with internet access, a modern web browser (such as Chrome, Firefox, Safari, or Edge), an active email account, and the ability to view PDF documents.
• Paper Copies: You may request a paper copy of any electronically signed document by contacting us at legal@closerelay.com. A fee may apply for paper copies. Executed documents are available for download in PDF format during the retention period.
• Withdrawing Consent: You may withdraw your consent to receive electronic records at any time by contacting us at legal@closerelay.com. If you withdraw consent, you may no longer be able to use certain features of the Service, including the ability to sign documents electronically. Withdrawal of consent does not affect the legal validity of electronic signatures or records created prior to withdrawal.
• Updating Contact Information: It is your responsibility to keep your email address and account information current so that we can provide you with electronic records. You may update your information through your account settings.

4.3 Signature Certificates and Document Integrity

• Signed PDF documents downloaded from the Service may include an appended Signature Verification Certificate page containing metadata such as timestamps, IP addresses, email addresses, browser/device information, and audit event history.
• CloseRelay applies SHA-256 cryptographic hashing to documents at key points in the signing process (e.g., when signing is initiated and when the document is fully executed). These hashes provide tamper-evident protection, allowing verification that the document has not been altered after signing.
• CloseRelay stores the authoritative executed copy of each signed document. The document hash, audit trail, and signer metadata are maintained as part of the evidentiary record.
• Signer authentication methods include access to a unique email link and, when enabled by the sender, a one-time verification code (OTP) sent to the signer's email address that must be confirmed before signatures can be applied. The sender may configure the authentication level on a per-relay basis. Additional authentication methods may be offered from time to time.

CloseRelay does not provide legal advice regarding the enforceability of electronic signatures for any specific document or transaction. You should consult with a qualified attorney if you have questions about the legal validity of an electronic signature in your jurisdiction or for your specific use case.

5. Document Storage and Retention

CloseRelay provides secure cloud storage for your documents. Regarding document storage and retention:

• We will store your documents for the duration of your active subscription and for a reasonable period following account termination to allow for data retrieval.
• You retain all ownership rights to the documents you upload to the Service. We do not claim ownership of your content.
• You are solely responsible for maintaining independent backups of your documents. While we take reasonable measures to protect your data, we are not a document archival service and do not guarantee indefinite retention.
• Upon termination of your account, you will have a grace period to download your documents in PDF format. Executed (fully signed) documents remain retrievable during the applicable retention window. After the grace period, we may delete your stored documents.
• We employ industry-standard encryption and security measures to protect your stored documents, both in transit and at rest.
• Notwithstanding the foregoing, executed documents and audit trails may be retained for the period described in the Privacy Policy (including legal and regulatory retention obligations, such as a minimum 7-year retention period for signed documents and audit records).

6. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party rights
• Upload or transmit fraudulent, misleading, or forged documents
• Forge, falsify, or misrepresent electronic signatures
• Distribute malware, viruses, or any harmful code
• Interfere with or disrupt the integrity or performance of the Service
• Attempt to gain unauthorized access to any part of the Service or its systems
• Use the Service for any illegal purpose, including fraud or identity theft
• Reverse engineer, decompile, or disassemble any part of the Service
• Resell, sublicense, or commercially exploit the Service without our written consent
• Exceed the fair use limits described in Section 9.1, including creating relays or uploading documents in volumes that negatively impact the Service for other users

We reserve the right to suspend or terminate your access to the Service if we determine, in our sole discretion, that you have violated these acceptable use requirements.

7. Privacy and Data Protection

Your privacy is important to us. Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

By using the Service, you consent to the collection and use of information as described in our Privacy Policy. You acknowledge that:

• We collect and process personal data necessary to provide the Service, including signer information, IP addresses, and document metadata.
• We implement appropriate technical and organizational security measures to protect your data.
• You are responsible for ensuring that you have obtained all necessary consents from third parties (such as document signers) before collecting and processing their personal information through the Service.
• We may use anonymized and aggregated data for analytics, service improvement, and reporting purposes.
• Service providers (subprocessors) may process your data on our behalf as described in the Privacy Policy. These providers are contractually bound to protect your data and may only process it for the purposes we specify.

7A. SMS/Text Message Terms

CloseRelay sends transactional SMS/text messages to facilitate the electronic signature process. These messages are sent to document recipients (signers) as part of a signature request initiated by a CloseRelay user.

7A.1 Transactional Messages

When a CloseRelay user sends a document for electronic signature, the designated signer may receive an SMS notification at the phone number provided by the document sender. These messages are strictly transactional and directly related to the document signing request. No marketing or promotional messages are sent.

The signer's phone number is provided by the CloseRelay user (the real estate professional initiating the transaction) as part of creating the signature request. CloseRelay does not independently collect phone numbers for SMS purposes.

7A.2 Message Types and Frequency

You may receive the following types of text messages:

• A notification that a document has been sent to you for electronic signature
• A reminder that a signature request is still pending your action
• A confirmation that your signature has been received

You will typically receive 1–3 messages per signature request. Message and data rates may apply depending on your mobile carrier and plan. CloseRelay does not charge any fees for these messages.

7A.3 Opt-Out

Although these messages are transactional and related to a document you have been asked to sign, you may opt out at any time:

• Reply STOP: Text STOP to any message received from CloseRelay to stop receiving SMS notifications.
• Contact Us: Email support@closerelay.com to request removal from SMS notifications.

If you opt out, you will no longer receive SMS notifications for signature requests. The document sender may still contact you via email to complete the signing process.

7A.4 Help

For help with SMS messages, reply HELP to any message or contact us at support@closerelay.com.

7A.5 Privacy and Data Sharing

Your phone number will not be sold, rented, or shared with third parties or affiliates for marketing purposes. Phone numbers are used solely to deliver transactional signature request notifications. SMS messages are delivered through Twilio, Inc. as our messaging service provider. For more information, see our Privacy Policy.

7A.6 Carrier Disclaimer

Carriers are not liable for delayed or undelivered messages. T-Mobile is not liable for delayed or undelivered messages. SMS service is available on supported U.S. mobile carriers.

8. Intellectual Property

The Service, including its original content, features, functionality, software, and branding (excluding content provided by users), is and remains the exclusive property of Lux & Grand LLC (doing business as CloseRelay) and its licensors. The Service is protected by copyright, trademark, trade secret, and other intellectual property laws.

Our trademarks, service marks, logos, and trade names may not be used in connection with any product or service without our prior written consent.

You retain all rights to the content you upload to the Service. By uploading content, you grant us a limited, non-exclusive license to use, store, reproduce, and display your content solely for the purpose of providing and improving the Service.

9. Payment and Subscription

Certain features of the Service require a paid subscription. By subscribing to a paid plan, you agree to the following:

• Subscription fees are billed in advance on a recurring basis (monthly or annually, depending on your selected plan).
• All fees are non-refundable unless otherwise required by applicable law or as expressly stated in these Terms.
• We may change our subscription fees upon reasonable notice. Continued use of the Service after a fee change constitutes acceptance of the new fees.
• You are responsible for providing accurate and current billing information. Failure to pay may result in suspension or termination of your access to the Service.
• Subscription plans are billed monthly. Individual plans are billed at $15/month. Team plans are billed at $13/user/month with a minimum of 5 users.

9.1 Fair Use Policy

To ensure reliable service for all users, the following fair use limits apply:

• Individual accounts: Up to 200 relays and 1,000 document uploads per calendar month.
• Team accounts: Up to 200 relays and 1,000 document uploads per team member per calendar month (e.g., a team of 10 members may create up to 2,000 relays and upload up to 10,000 documents per month).
• Usage limits reset on the 1st of each calendar month (UTC).
• When limits are reached, you will not be able to create new relays or upload new documents until the next billing period. Existing data, documents, and relays remain fully accessible.

We may introduce or modify usage limits at any time to maintain reliability and service quality. If you require higher limits for your business needs, please contact us at support@closerelay.com to discuss custom arrangements.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

Lux & Grand LLC (doing business as CloseRelay), its affiliates, officers, directors, employees, agents, and licensors shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill, arising out of or in connection with your access to or use of (or inability to access or use) the Service.

In no event shall our total aggregate liability to you for all claims arising out of or relating to these Terms or the Service exceed the greater of (a) the total amount paid by you to Lux & Grand LLC during the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred dollars ($100).

The Service is provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure.

11. Indemnification

You agree to indemnify, defend, and hold harmless Lux & Grand LLC (doing business as CloseRelay) and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (a) your access to or use of the Service; (b) your violation of these Terms; (c) your violation of any third-party rights, including any intellectual property, privacy, or publicity rights; (d) any content you upload or transmit through the Service; or (e) your use of electronic signatures in a manner that violates applicable law.

12. Termination

You may terminate your account at any time by contacting us or through your account settings. Upon termination:

• Your right to access and use the Service will immediately cease.
• You will have a reasonable grace period to download your documents before they are permanently deleted.
• Any outstanding fees owed at the time of termination remain due and payable.
• Provisions of these Terms that by their nature should survive termination (including limitation of liability, indemnification, and governing law) will continue to apply.

We may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. We may also terminate or suspend your account immediately if we reasonably believe you have violated these Terms.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

Any dispute arising out of or relating to these Terms or the Service shall first be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may pursue resolution through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

You agree that any dispute resolution proceedings will be conducted on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against Lux & Grand LLC.

14. Changes to Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will notify you by updating the "Last Updated" date at the top of this page and, where appropriate, providing additional notice (such as email notification or an in-app announcement).

Your continued use of the Service following the posting of revised Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must discontinue your use of the Service and terminate your account.

15. Support Access

We may access your account data and documents only as necessary to provide customer support, maintain and improve the Service, investigate suspected violations of these Terms, or comply with applicable law. We will not view the contents of your documents except as required to resolve a support request you have initiated or to fulfill a legal obligation.

16. DMCA and Copyright Policy

CloseRelay respects intellectual property rights and complies with the Digital Millennium Copyright Act (DMCA). If you believe that content hosted on or transmitted through the Service infringes your copyright, you may submit a DMCA takedown notice to our designated agent with the following information:

• A physical or electronic signature of the copyright owner or a person authorized to act on their behalf.
• Identification of the copyrighted work claimed to have been infringed.
• Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material (such as a URL or document identifier).
• Your contact information, including your name, address, telephone number, and email address.
• A statement that you have a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law.
• A statement, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or are authorized to act on behalf of the owner.

DMCA notices should be sent to:

We may remove or disable access to allegedly infringing content and may terminate the accounts of repeat infringers in accordance with applicable law.

17. General Provisions

• Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and Lux & Grand LLC with respect to the Service.
• Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
• Waiver. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.
• Force Majeure. We shall not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including natural disasters, acts of government, or interruptions in telecommunications or internet services.

18. Contact Information

If you have any questions about these Terms of Service, please contact us: