Terms of Service

These Terms of Service (these "Terms") are a legally binding agreement between you and Titl, Inc., a Delaware corporation with offices at 21 SE 1st Ave, Unit 606, Miami, Florida 33131 ("Titl," "we," "us," or "our"). They govern your access to and use of titl.co and any related websites, applications, application programming interfaces, and services we offer that link to these Terms, including TitlReport, TitlAlert, TitlAbstract, and ClearTitl, and any Outputs we deliver (collectively, the "Services").

Section 20 contains a binding arbitration agreement and a class action waiver. Unless you opt out as described in Section 20.8, you and Titl agree to resolve most disputes through individual arbitration rather than in court, and you waive your right to a jury trial and to participate in a class action.

Titl is not a title insurance company, title agent, licensed abstractor, or law firm. Our Outputs are not title insurance, a title commitment, an abstract of title, or a legal opinion. See Section 4.

The Services are a data productivity tool. Outputs are informational starting points for your own review and are not intended to be relied upon. You use the Services and any Output at your own risk, and Titl is not responsible for losses arising from the misuse of the Services or any Output. See Sections 4, 16, and 17.

1. Acceptance of These Terms

1.1 Agreement. By accessing or using the Services, creating an account, placing an Order, or clicking a button or checking a box indicating that you accept these Terms, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Services.

1.2 Using the Services for an organization. If you use the Services on behalf of a company or other organization, you represent that you are authorized to bind that organization to these Terms, and "you" refers to both you and that organization.

1.3 Enterprise and other written agreements. If you or your organization have signed a separate written agreement with Titl covering the Services, such as a master services agreement, SaaS subscription agreement, API agreement, or order form (an "Enterprise Agreement"), the Enterprise Agreement controls to the extent it conflicts with these Terms. Otherwise, these Terms apply.

2. Definitions

In these Terms:

• "Business Customer" means any person or entity that uses the Services in connection with a trade, business, or profession, including title agents and agencies, title insurers, attorneys, lenders, investors, real estate brokers and agents, and PropTech platforms, and any individual using the Services on their behalf.
• "Consumer" means an individual who uses the Services primarily for personal, family, or household purposes, such as a homeowner monitoring their own property.
• "Customer Content" means documents, data, property identifiers, search inputs, and other materials that you upload, submit, or provide to the Services.
• "Order" means any purchase of a Service through the Services, including a per-report purchase or subscription, and any online checkout, quote, or order form that references these Terms.
• "Output" means any report, abstract, summary, extraction, analysis, alert, score, data file, or other result generated by or delivered through the Services.
• "Public Records" means records maintained by or obtained from governmental sources, including county recorders, clerks of court, property appraisers, tax collectors, courts, and secretaries of state.
• "Third-Party Data" means data licensed or obtained from third parties other than Public Records, including commercial title plants, data aggregators, and records vendors.

3. Eligibility and Accounts

3.1 Eligibility. You must be at least 18 years old and able to form a binding contract to use the Services. The Services are offered only to users located in the United States. You may not use the Services if you are barred from doing so under applicable law.

3.2 Account registration. Some Services require an account. You agree to provide accurate, current, and complete information and to keep it updated.

3.3 Account security. You are responsible for safeguarding your login credentials and API keys and for all activity under your account. Credentials may not be shared among multiple individuals unless your Order or Enterprise Agreement expressly permits it. Notify us immediately at hello@titl.co if you suspect unauthorized access to your account.

4. Nature of the Services; Important Disclaimers

4.1 Data productivity tool; not intended to be relied upon. The Services are a data productivity tool. They are designed to help you find, organize, and review information more efficiently, not to make determinations for you or to replace your own diligence. Every Output is an informational starting point for your independent review. No Output is intended to be relied upon, in whole or in part, as a complete or accurate statement of the condition of title, the ownership of or any interest in any property, or any other fact, or as the sole or primary basis for any decision to purchase, sell, lend on, insure, underwrite, close, fund, or record any transaction or instrument. Any use of or reliance on the Services or any Output is at your sole risk. You acknowledge that, in deciding to use the Services, you have not relied on any statement, representation, accuracy or performance figure, demonstration, or marketing material that is not expressly set out in these Terms. Except as provided in Section 4.3 or as otherwise required by applicable law, Titl is not responsible for any decision made, or any action taken or not taken, by you or anyone else based on an Output.

4.2 Not title insurance or a legal opinion. The Services use software, including artificial intelligence, to search, retrieve, extract, organize, and analyze information from Public Records and Third-Party Data. Titl is not a title insurer, title insurance agent or agency, licensed abstractor, escrow or closing agent, attorney, or law firm, unless Titl expressly states otherwise in writing for a specific transaction. No Output is, or may be represented by you as, (a) a policy of title insurance or a title insurance commitment or binder, (b) an abstract of title or certificate of title where those terms have a regulated meaning under applicable law, (c) an attorney's opinion of title or other legal advice, or (d) a guarantee, warranty, or certification of the condition of title to any property.

4.3 Florida property information reports. Where an Output constitutes a property information report under Section 627.7843, Florida Statutes: this report is not title insurance. Pursuant to s. 627.7843, Florida Statutes, the maximum liability of the issuer of this property information report for errors or omissions in this property information report is limited to the amount paid for this property information report, and is further limited to the person(s) expressly identified by name in the property information report as the recipient(s) of the property information report.

4.4 Limits of Public Records and Third-Party Data. Public Records and Third-Party Data can be incomplete, delayed, misindexed, duplicated, illegible, or inaccurate, and some records affecting title (for example, unrecorded liens, off-record matters, survey matters, or records not yet indexed) will not appear in any search. Titl does not create, control, verify, or audit Public Records or Third-Party Data, and coverage varies by county and search period.

4.5 AI-assisted Outputs. Outputs are generated in whole or in part using automated systems, including machine learning and large language models. Automated systems can make mistakes, including omitting documents, misreading text, or misclassifying instruments. Any accuracy, confidence, or turnaround figures we publish describe measured or expected performance, not a guarantee for any particular Output.

4.6 Your responsibility to verify. You are solely responsible for reviewing each Output, verifying it against source records where appropriate, and exercising independent professional judgment before using it to inform any decision. If you are a licensed professional, you remain fully responsible for your professional obligations, including any examination, underwriting, attorney-review, or licensing requirements in the applicable jurisdiction. You will not use Outputs in any jurisdiction or manner that requires a license, certification, or attorney involvement you do not have.

4.7 TitlAlert and monitoring Services. Monitoring Services are designed to notify you of certain new filings that match the property identifiers you provide. Monitoring depends on the timing and quality of Public Records indexing and on the accuracy of your inputs. Monitoring does not prevent fraud, does not guarantee that every relevant filing will be detected or reported, and does not reverse, void, or remove any recorded document. Notifications may be delayed or fail to deliver for reasons outside our control. If you suspect fraud, contact the applicable county recorder, law enforcement, and a qualified attorney.

4.8 ClearTitl and pre-listing reviews. Pre-listing and pre-audit Outputs are preliminary and informational. They are not a substitute for a title search and examination performed in connection with a sale, financing, or issuance of title insurance.

4.9 Blockchain features. Certain Services may record cryptographic hashes or other fingerprints of records or Outputs on a distributed ledger to help detect later alteration. Titl does not write personal information to a distributed ledger. A ledger entry is not an official Public Record, is not a recording under any state recording act, does not give constructive notice, and does not create, transfer, or affect any interest in real property. Ledger entries may be permanent and cannot be modified or deleted.

4.10 Automated collection of source information. To produce Outputs, Titl and its service providers retrieve information from Public Records, Third-Party Data, and other publicly available sources, including websites and online systems operated by governmental bodies and other third parties, using automated means, which may include artificial intelligence systems. Those sources are outside Titl's control. A source may change, restrict, or discontinue access at any time, may present information differently from the official record, or may be updated after Titl retrieves it, so an Output may not reflect the most current, complete, or official version of any record. Titl does not guarantee the availability of any source, county, record type, or search period. To the fullest extent permitted by law, Titl is not responsible for any loss arising from the unavailability, alteration, delay, or inaccuracy of any source, or from errors that occur when information is retrieved, read, parsed, extracted, or transcribed by automated means. Nothing in these Terms grants you any right in or to any third-party source.

4.11 Your own AI tools and agents. If you use any artificial intelligence system, agent, browser extension, or other automated tool to access the Services, or to process, summarize, translate, or otherwise transform any Output (including by submitting an Output to a third-party AI service), you are responsible for that tool and its actions as if they were your own. Titl is not responsible for any error, omission, alteration, or disclosure introduced by any such tool, or for any decision based on its results. Any automated access to the Services remains subject to Section 6.2(c).

4.12 Sharing Outputs; no third-party reliance. Outputs are provided solely for the use of the person or organization that ordered them. Except for the named recipients of a Florida property information report as described in Section 4.3, no other person is an intended beneficiary of, or entitled to rely on, any Output, and Titl assumes no duty to any such person. If you share an Output as permitted by Section 6.1, you will (a) share it in its entirety, with all disclaimers, notices, watermarks, and identifiers intact, (b) not represent that it has been verified, examined, certified, or insured by Titl, and (c) be responsible, as provided in Section 18, for any claim by any person to whom you or anyone acting for you provided the Output.

4.13 Availability and preview features. Unless an Enterprise Agreement states otherwise, the Services are provided without any service level, uptime, response-time, or turnaround commitment, and any turnaround time we display or quote is a good-faith estimate only. Titl may offer features labeled "beta," "preview," "pilot," "early access," "experimental," or with a similar label ("Preview Features"). Preview Features are provided for evaluation, may contain more errors than generally available features, may be changed, limited, or discontinued at any time without notice, and are excluded from any service commitment. To the fullest extent permitted by law, Titl has no liability arising from any Preview Feature, and you use Preview Features at your sole risk.

5. Permissible Use; No Consumer Reports

5.1 Not a consumer reporting agency. Titl is not a "consumer reporting agency," and Outputs are not "consumer reports," as those terms are defined in the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. ("FCRA"). You will not use any Output, in whole or in part, as a factor in determining any individual's eligibility for credit, insurance, employment, housing or tenancy, or any other purpose covered by the FCRA or similar state laws.

5.2 Prohibited uses involving individuals. You will not use the Services or Outputs to locate, stalk, harass, threaten, or discriminate against any person; to target or exploit property owners who are elderly, distressed, or in foreclosure in violation of law; or in violation of the Fair Housing Act, the Equal Credit Opportunity Act, or any other anti-discrimination, consumer protection, telemarketing, or privacy law.

5.3 Protected individuals. You will honor any legal restriction on the use or disclosure of the home address or other information of persons protected by law, such as judges, law enforcement officers, and victims of domestic violence, including under Section 119.071, Florida Statutes, and comparable laws.

6. License and Restrictions

6.1 License to use the Services. Subject to your compliance with these Terms and payment of applicable fees, Titl grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services, and to use Outputs you have purchased, solely for (a) your internal business purposes, if you are a Business Customer, including sharing an Output with parties to the specific real estate transaction for which it was ordered, or (b) your personal, non-commercial purposes, if you are a Consumer.

6.2 Restrictions. Except as expressly permitted by these Terms or an Enterprise Agreement, you will not, and will not permit anyone else to:

• (a) sell, resell, sublicense, rent, lease, distribute, publish, or otherwise make available any Output or the Services to any third party, or use them to provide services to third parties on a bureau, white-label, or aggregation basis;
• (b) copy, compile, or store Outputs to create or supplement any database, title plant, index, or data product, or combine Outputs from multiple Orders into a dataset;
• (c) use any robot, spider, scraper, crawler, headless browser, artificial intelligence agent or crawler, or other automated means, whether operated by you or by anyone acting for you, to access, query, copy, index, or extract data or content from the Services (including titl.co), except through an API we have provisioned to you under an Enterprise Agreement;
• (d) use the Services or any Output to train, fine-tune, ground, test, benchmark, evaluate, or improve any artificial intelligence or machine learning model, to populate any retrieval, embedding, or search index used by an artificial intelligence system, or to develop, market, or support any product or service that competes with the Services;
• (e) reverse engineer, decompile, disassemble, or attempt to derive the source code, models, prompts, extraction logic, or underlying structure of the Services, except to the extent this restriction is prohibited by law;
• (f) remove, alter, or obscure any watermark, digital fingerprint, disclaimer, proprietary notice, or identifier contained in any Output;
• (g) circumvent, disable, or interfere with any usage limit, security feature, or access control, or probe, scan, or test the vulnerability of the Services without our prior written authorization;
• (h) submit Customer Content that infringes any third-party right, contains malware, or that you do not have the right to provide;
• (i) access the Services to obtain information for bulk, institutional, or governmental use, including any use by or for a governmental entity, without an Enterprise Agreement; or
• (j) use the Services in violation of these Terms or any applicable law.

7. API Access

Titl makes application programming interfaces available only to Business Customers that have entered into an Enterprise Agreement or otherwise received written approval and API credentials from Titl. API use is subject to the documentation, rate limits, and any API-specific terms we provide. We may monitor API usage and suspend credentials that are used in violation of these Terms.

8. Fees, Payment, Subscriptions, and Refunds

8.1 Fees. You agree to pay the fees stated at checkout or in your Order. Unless stated otherwise, fees are in U.S. dollars and exclude taxes. You are responsible for all sales, use, and similar taxes associated with your Order, other than taxes on Titl's net income.

8.2 Payment. Payments are processed by third-party payment processors. By providing a payment method, you authorize Titl and its payment processor to charge all fees you incur. Titl does not store your full payment card number. If a payment fails, we may suspend the Services until payment is received.

8.3 Subscriptions and automatic renewal. Some Services, including monitoring Services, are offered on a subscription basis. Unless otherwise stated at checkout, subscriptions automatically renew at the end of each subscription term for a renewal term of the same length, and you authorize us to charge your payment method at the then-current rate until you cancel. The subscription price, billing frequency, and renewal terms will be disclosed to you at checkout before you are charged, and we will send you a confirmation that includes how to cancel.

8.4 Cancellation. You may cancel a subscription at any time through your account settings or by emailing hello@titl.co, and Consumers may cancel by the same means they used to subscribe. Cancellation takes effect at the end of the current subscription term, and you will retain access until then. For subscriptions with an initial term of 12 months or longer that renew automatically, we will send Consumers a reminder notice as required by applicable law before the renewal date.

8.5 Price changes. We may change subscription prices by giving you at least 30 days' notice before the change takes effect. If you do not cancel before the change takes effect, the new price will apply to your next renewal.

8.6 Refunds. Because Outputs are digital content delivered on demand, all sales are final except as follows. If an Output was (a) charged more than once for the same Order, (b) not delivered, or (c) materially incomplete or corrupted due to a failure of the Services, contact hello@titl.co within 14 days after the Order date. Our sole obligation, and your exclusive remedy, will be to re-deliver a corrected Output or, if we cannot, to refund the amount paid for the affected Output. This Section does not limit any refund right you may have under applicable law that cannot be waived.

8.7 Enterprise billing. If you purchase under an Enterprise Agreement, invoicing, payment terms, and renewal terms in that agreement control.

9. Customer Content and Data

9.1 Your ownership. As between you and Titl, you retain all rights in your Customer Content.

9.2 License to Titl. You grant Titl and its service providers a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Content as necessary to provide, secure, and support the Services, to comply with law, and as otherwise described in our Privacy Policy.

9.3 Your responsibilities. You represent that you have all rights, consents, and notices necessary to provide Customer Content to Titl and for Titl to process it as described in these Terms, including any rights under the Gramm-Leach-Bliley Act or other privacy laws that apply to information you provide about your own customers.

9.4 Aggregated and de-identified data. Titl may collect and analyze data about the use and performance of the Services, and may create aggregated or de-identified data from Customer Content and Outputs that does not identify you or any individual ("De-identified Data"). Titl may use De-identified Data for any lawful purpose, including to maintain, improve, and develop the Services and Titl's own models. Titl will not attempt to re-identify De-identified Data.

9.5 Third-party AI providers. Titl uses third-party infrastructure and AI model providers to operate the Services. Titl requires those providers, under their terms with Titl, not to use Customer Content to train their general-purpose models.

9.6 Enterprise data terms. If you are a Business Customer that has entered into an Enterprise Agreement or data processing addendum, the data use, confidentiality, and security terms in that agreement control over this Section 9.

9.7 Retention; no records custodian. Titl is not a records custodian or archive for you. Unless your Order or Enterprise Agreement states otherwise, Titl may delete Outputs and Customer Content 90 days after an Output is delivered or after your account is closed, whichever comes first. You are responsible for downloading and retaining copies of any Output you need, including for any transaction file, audit, examination, or regulatory recordkeeping obligation. Titl may retain information for longer where required by law or as described in our Privacy Policy, but has no obligation to do so for your benefit. To the fullest extent permitted by law, Titl is not liable for any loss arising from the deletion or unavailability of an Output or Customer Content after that period.

10. Feedback

If you provide suggestions, ideas, or other feedback about the Services, Titl may use it without restriction or obligation to you.

11. Intellectual Property

11.1 Titl's rights. The Services, Outputs, and all related software, models, algorithms, workflows, extraction logic, databases, designs, text, graphics, and other content, and all intellectual property rights in them, are owned by Titl or its licensors. Except for the limited license in Section 6.1, you receive no rights in the Services or Outputs. Nothing in these Terms is intended to claim ownership of underlying Public Records.

11.2 Trademarks. Titl, TitlReport, TitlAbstract, TitlAlert, ClearTitl, and related names and logos are trademarks of Titl. You may not use them without our prior written permission. Other names and logos that appear on the Services belong to their respective owners, and their appearance does not imply endorsement unless expressly stated.

11.3 Copyright complaints. Titl respects intellectual property rights. If you believe that material available through the Services infringes your copyright, send a written notice to Titl's designated copyright agent that includes the information required by 17 U.S.C. § 512(c)(3), including (a) your physical or electronic signature; (b) identification of the copyrighted work you claim is infringed; (c) identification of the material you claim is infringing and information reasonably sufficient for us to locate it; (d) your name, address, telephone number, and email address; (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf. Titl's designated agent is: Copyright Agent, Titl, Inc., 21 SE 1st Ave, Unit 606, Miami, Florida 33131, legal@titl.co. A user whose material is removed may submit a counter-notice to the same agent containing the information required by 17 U.S.C. § 512(g)(3). Titl may remove or disable access to material that is the subject of a notice and will, in appropriate circumstances, terminate the accounts of users who are repeat infringers.

12. Third-Party Services and Links

The Services may include or link to third-party websites, data, and tools, such as mapping, scheduling, and payment services. Titl does not control and is not responsible for third-party services, and your use of them may be governed by their own terms and privacy policies.

13. Electronic Communications and Text Messages

13.1 Electronic communications. You consent to receive agreements, notices, receipts, disclosures, and other communications from us electronically, including by email and by posting on the Services, and agree that they satisfy any legal requirement that they be in writing. You may withdraw this consent by closing your account.

13.2 Marketing email. You may unsubscribe from marketing emails at any time using the link in the email. We may still send you transactional and account-related messages.

13.3 Text messages. If you provide a mobile number and opt in, you agree that Titl may send you text messages about your account, Orders, and monitoring alerts, which may be sent using automated technology. Consent to receive text messages is not a condition of any purchase. Message frequency varies. Message and data rates may apply. Reply STOP to cancel or HELP for help. Carriers are not liable for delayed or undelivered messages. You represent that you are the subscriber or customary user of the number you provide and will notify us if the number changes.

13.4 Impersonation and wire fraud. Titl will never send you wire or payment instructions for any real estate transaction, and will never ask you to send, wire, or transfer funds other than payment of Titl's own fees through the Services or under an invoice issued under your Order or Enterprise Agreement. If you receive a message that appears to come from Titl and asks for funds, wire or payment instructions, login credentials, or other sensitive information, do not respond or act on it. Instead, verify it by contacting us using the contact information in Section 23, and report it to hello@titl.co. To the fullest extent permitted by law, Titl is not responsible for any loss arising from any communication that does not come from Titl, including any communication that impersonates Titl or its personnel.

14. Suspension and Termination

14.1 By you. You may stop using the Services at any time and may close your account by contacting hello@titl.co, subject to any commitments in an Order or Enterprise Agreement.

14.2 By Titl. We may suspend or terminate your access to all or part of the Services, with or without notice, if we reasonably believe you have violated these Terms, if your use poses a security, legal, or reputational risk to Titl or others, if required by law, or if we discontinue a Service. If we discontinue a paid subscription Service for reasons other than your breach, we will refund any prepaid fees for the unused portion of your term.

14.3 Effect. On termination, your license ends and you must stop using the Services and, except for Outputs you are permitted to retain for a specific transaction file or as required by law, any Outputs obtained in breach of these Terms. Sections 4, 5, 6.2, 9.4, 10, 11, and 15 through 22, and any other provisions that by their nature should survive, survive termination.

15. Enforcement of Data Use Restrictions

15.1 Monitoring and fingerprinting. Titl may monitor use of the Services and may embed watermarks, digital fingerprints, or unique identifiers in Outputs to detect unauthorized copying or distribution.

15.2 Audit. Upon reasonable written notice and not more than once in any 12-month period (unless Titl has a reasonable, good-faith belief that a violation has occurred), a Business Customer will provide information reasonably requested by Titl to verify compliance with Sections 5 and 6.

15.3 Injunctive relief. A breach of Section 5 or 6.2 would cause Titl irreparable harm for which money damages would be inadequate. Titl may seek injunctive or other equitable relief, without posting a bond to the extent permitted by law, in addition to any other remedy.

15.4 Liquidated damages for commercial misuse. This Section 15.4 applies only to Business Customers and does not apply to Consumers. The parties agree that the damages from unauthorized resale, redistribution, bulk extraction, database creation, or AI training using Outputs in breach of Sections 6.2(a) through (d) are difficult to estimate at the time of contracting. Accordingly, for each Output or record obtained, used, or distributed in breach of those Sections, the Business Customer will pay Titl, as liquidated damages and not as a penalty, the greater of (a) five (5) times Titl's then-current list price for that Output, or (b) $250. The parties agree that this amount is a reasonable estimate of Titl's damages. This Section does not limit Titl's right to injunctive relief, termination, or recovery of reasonable attorneys' fees and costs incurred in enforcing Sections 5 and 6.2.

16. Disclaimer of Warranties

To the fullest extent permitted by law, the Services and all Outputs are provided "as is" and "as available," with all faults. Titl, its affiliates, and its and their licensors and suppliers disclaim all warranties, express, implied, or statutory, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, timeliness, and any warranties arising from course of dealing or usage of trade. Titl does not warrant that the Services will be uninterrupted, error-free, or secure, that any Output will be accurate, complete, or current or will meet your requirements, that any Output will identify every record, defect, lien, or encumbrance affecting a property, or that monitoring Services will detect or prevent fraud. No advice, statement, or information, whether oral or written, obtained from Titl or through the Services, including any accuracy, confidence, or performance figure on our website or in sales or marketing materials, creates any warranty not expressly stated in these Terms. Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.

17. Limitation of Liability

17.1 Excluded damages. To the fullest extent permitted by law, in no event will Titl, its affiliates, or its or their officers, directors, employees, agents, licensors, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, or property value, any claim paid under a title insurance policy, any loss arising from a real estate transaction, loan, closing, funding, or underwriting or insuring decision, or any loss caused by fraud, forgery, or wire fraud committed by any third party, arising out of or relating to these Terms, the Services, or any Output, whether based on contract, tort (including negligence), strict liability, or any other theory, even if advised of the possibility of such damages.

17.2 Liability cap. To the fullest extent permitted by law, Titl's total aggregate liability arising out of or relating to these Terms, the Services, and all Outputs will not exceed the greater of (a) the amounts you paid to Titl for the specific Service or Output giving rise to the claim during the 12 months before the event giving rise to the claim, or (b) one hundred U.S. dollars (US $100). For any Output that is a property information report under Section 627.7843, Florida Statutes, Titl's liability is further limited as stated in Section 4.3.

17.3 Losses from misuse. To the fullest extent permitted by law, Titl will have no liability for any loss, damage, or claim to the extent arising from (a) use of the Services or any Output in violation of these Terms or applicable law, or for any purpose for which it is not intended as described in Section 4; (b) any failure by you or anyone else to independently review and verify an Output; (c) any use of or reliance on an Output by any person other than you; (d) Customer Content or other inputs you provide, including incorrect or incomplete property identifiers or search parameters; or (e) any artificial intelligence system, agent, or other tool that you or anyone acting for you uses in connection with the Services or any Output.

17.4 Basis of the bargain. The limitations in this Section 17 reflect a reasonable allocation of risk, are an essential basis of the bargain between you and Titl, and apply even if a limited remedy fails of its essential purpose. They do not limit liability that cannot be limited under applicable law, such as, in some jurisdictions, liability for gross negligence, willful misconduct, fraud, or death or personal injury caused by negligence.

18. Indemnification

You will defend, indemnify, and hold harmless Titl, its affiliates, and its and their officers, directors, employees, and agents from and against any third-party claims, and all related losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to (a) your Customer Content, (b) your use of or reliance on any Output, including any failure to verify it or to obtain title insurance or professional review, (c) any use of or reliance on an Output by any person to whom you or anyone acting for you provided it, (d) any artificial intelligence system, agent, or other automated tool that you or anyone acting for you uses in connection with the Services, (e) your violation of these Terms, or (f) your violation of any law or third-party right. If you are a Consumer, this Section applies only to the extent permitted by applicable law. Titl may control the defense of any claim subject to indemnification, and you will cooperate with our defense.

19. Governing Law and Venue

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules, and, where applicable, the Federal Arbitration Act. Subject to Section 20, the state and federal courts located in Miami-Dade County, Florida have exclusive jurisdiction over any dispute, and you and Titl consent to personal jurisdiction and venue there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20. Dispute Resolution; Binding Arbitration; Class Action Waiver

20.1 Informal resolution first. Before starting an arbitration or court proceeding, the party with a dispute must send a written notice describing the dispute, the relief requested, and the sender's contact information. Notices to Titl must be sent to legal@titl.co with a copy by mail to Titl, Inc., Attn: Legal, 21 SE 1st Ave, Unit 606, Miami, Florida 33131. The parties will attempt in good faith to resolve the dispute for 60 days after the notice is received, and, upon request, will participate in an individual telephone or video conference. Any applicable limitations period is tolled during this 60-day period.

20.2 Agreement to arbitrate. Except as provided in Section 20.4, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or any Output, including disputes about the formation, scope, enforceability, or arbitrability of this Section 20, will be resolved by final and binding arbitration on an individual basis.

20.3 Arbitration rules and procedure. Arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules if you are a Consumer, or its Commercial Arbitration Rules if you are a Business Customer, as modified by this Section 20, before a single arbitrator. The arbitration will take place in Miami-Dade County, Florida, unless you are a Consumer, in which case you may elect to hold any hearing in the county where you reside or by video conference. If you are a Consumer, Titl will pay all AAA filing, administrative, and arbitrator fees above the amount you would pay to file a claim in court, unless the arbitrator determines your claim was frivolous or brought for an improper purpose. The arbitrator may award any individual relief available in court, and judgment on the award may be entered in any court of competent jurisdiction.

20.4 Exceptions. Either party may (a) bring an individual claim in small claims court if it qualifies, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or data, or to prevent a breach of Section 5 or 6.2.

20.5 Class action and jury waiver. You and Titl 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, consolidated, or representative proceeding. The arbitrator may not consolidate claims of more than one person or preside over any form of class or representative proceeding. You and Titl waive any right to a jury trial. If a court determines that this class action waiver is unenforceable as to any claim, that claim (and only that claim) will be severed and litigated in the courts described in Section 19, and will be stayed pending completion of any individual arbitration.

20.6 Mass arbitration. If 25 or more demands for arbitration raising substantially similar claims are filed by or with the assistance of the same law firm or coordinated group, the AAA's Mass Arbitration Supplementary Rules will apply, and the parties agree that the demands may be administered in batches in a manner determined by the AAA to promote efficiency. The limitations period for demands not yet in an active batch is tolled until they are assigned to a batch.

20.7 Time limit for claims. To the fullest extent permitted by law, any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the claim arises, or it is permanently barred.

20.8 Your right to opt out. You may opt out of this agreement to arbitrate by emailing legal@titl.co within 30 days after you first accept these Terms, stating your name, the email address associated with your account (if any), and that you opt out of arbitration. Opting out does not affect any other part of these Terms.

20.9 Changes to this Section. If Titl makes a material change to this Section 20, the change will not apply to any dispute of which Titl had notice before the change took effect, and you may reject the change by emailing legal@titl.co within 30 days after the change is posted.

21. Changes to the Services and These Terms

We may modify, suspend, or discontinue any part of the Services at any time. We may update these Terms from time to time by posting the revised Terms and updating the "Last Updated" date. If a change is material, we will provide reasonable advance notice, such as by email or a notice on the Services. Changes take effect on the date stated in the notice and do not apply retroactively. Your continued use of the Services after changes take effect means you accept them. If you do not agree, you must stop using the Services and cancel any subscription.

22. General Terms

22.1 Entire agreement and order of precedence. These Terms, the Privacy Policy, and any Order are the entire agreement between you and Titl regarding the Services and supersede all prior agreements and understandings on that subject. If there is a conflict, the following order of precedence applies: (a) an Enterprise Agreement, (b) an Order, (c) these Terms, and (d) the Privacy Policy. Marketing materials, website content, and sales communications do not modify these Terms.

22.2 Assignment. You may not assign or transfer these Terms without our prior written consent. Titl may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or business, or to an affiliate.

22.3 Force majeure. Titl is not liable for any delay or failure to perform caused by events beyond its reasonable control, including outages or delays at government offices or records systems, internet or hosting failures, cyberattacks, labor disputes, natural disasters, or acts of government.

22.4 Severability; waiver. If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in effect. Our failure to enforce any provision is not a waiver of our right to do so later.

22.5 Relationship; no third-party beneficiaries. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship. Except as stated in Section 18, there are no third-party beneficiaries of these Terms.

22.6 Export and sanctions. You will comply with all applicable U.S. export control and economic sanctions laws and will not use the Services if you are a sanctioned person or located in a sanctioned country.

22.7 U.S. government users. The Services are "commercial computer software" and "commercial computer software documentation" provided with only the rights stated in these Terms, consistent with FAR 12.212 and DFARS 227.7202, as applicable.

22.8 California users. Under California Civil Code § 1789.3, California users are entitled to the following notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

22.9 Interpretation. Headings are for convenience only. "Including" means "including without limitation."

23. Contact Us

Titl, Inc.
21 SE 1st Ave, Unit 606
Miami, Florida 33131
General: hello@titl.co
Legal notices: legal@titl.co
Privacy: privacy@titl.co