Qripton Terms of Service

Service Overview

Crittora enables the secure sharing and verification of sensitive documents, primarily for real estate transactions and related industries. The Service facilitates identity-bound encryption, access logging, and auditability without requiring passwords, portals, or complex setup. The Services may also include e-signature, storage, and other services that Crittora adds from time-to-time.

Accounts and Registration

To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, company, and email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times.

Eligibility

You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

Licenses

Limited Right to Use the Service

Subject to your complete and ongoing compliance with these Terms, Crittora grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to access and use the Service solely for your internal business purposes in connection with real estate transactions, wire transfers, legal closings, or other professional document workflows.

License Restrictions

Except and solely to the extent such a restriction is impermissible under applicable law, or such action is expressly authorized in these Terms, you will not, and will not permit anyone to, do any of the following: (a) reproduce, translate, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.

Feedback

We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service ("Feedback"), then you hereby grant Crittora an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

Ownership; Proprietary Rights

The Service is owned and operated by Crittora. The Service and the visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Crittora or accessed through or made available for use or download through the Service ("Site Content") are protected by intellectual property and other laws. All Site Content included in the Service are the property of Crittora or its third-party licensors. Except as expressly authorized by Crittora, you may not make use of the Site Content. There are no implied licenses in these Terms and Crittora reserves all rights to the Service and Site Content not granted expressly in these Terms.

Subscription Pricing and Payment

Definitions

(a) Closing: The final step in a property or transaction process where ownership, authorization, or official confirmation is conveyed. For purposes of billing, a Closing is defined as the point at which a Closing Documents Group is marked complete, either manually or through automated workflow.

(b) Company Account Holder: The organization (e.g., title agency, law firm) that has registered for the Service and is contractually responsible for all charges.

(c) Closing Documents Group: A collection of documents associated with a single transaction or case that are tracked as a unit within Qripton Verify.

Fees and Billing

You agree to be billed per Closing at the rates described on our pricing page at www.crittora.com/pricing as posted at the time the transaction takes places. A Closing is triggered when a Closing Documents Group is marked complete, either automatically or manually. Invoices will be issued monthly in batch form to the Company Account Holder and are due within thirty (30) days of the date of invoice. Charges are due in full even these Terms are terminated mid-cycle. Before you are charged any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. dollars and are non-refundable, except as required by law.

Fee Increases

Crittora may change the fees for any feature of the Services, including by adding additional fees or charges, if Crittora gives you advanced notice of charges before they apply. Crittora may, at its sole discretion, make promotional offers with different features and different pricing to any of Crittora's customers. These promotional offers, unless made to you, will not apply to you or these Terms.

Authorization

Crittora currently uses the third-party payment processor Stripe ("Stripe"), but we may direct you to use a different payment processor at our sole discretion (Stripe, or another designated payment processor, the "Payment Processor"). Payments you make through the Services are processed by the Payment Processor and may be subject to additional terms. You authorize Crittora and the Payment Processor to charge all sums for the orders you make, including all applicable taxes, to the payment method specified in your account. Payment methods may include wire, ACH, credit card, or any other method that Crittora makes available in your account. Crittora and/or the Payment Processor may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

Refunds

Except as otherwise expressly provided for in these Terms, all payments made for Services, once paid, are non-refundable, and there are no refunds or credits for partially used period.

Taxes

Other than net income taxes imposed on Crittora, you will bear all taxes, duties, and other governmental charges resulting from these Terms. Subscriber will pay any additional taxes as are necessary to ensure that the net amounts received by Crittora after all of those taxes are paid are equal to the amounts that Crittora would have been entitled to in accordance with these Terms as if the taxes did not exist.

7. Third-Party Terms

Crittora may provide tools through the Service that enable you to your User Content and other information and content, to third-party services, including through features that allow you to link your account on the Service with an account on the third-party service. By using one of these tools, you hereby authorize that Crittora to transfer that information to the applicable third-party service. Third-party services are not under Crittora's control, and, to the fullest extent permitted by law, Crittora is not responsible for any third-party service's use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Crittora's control, and Crittora is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services

8. User Content Rights and Licenses; Secure File Transfer

8.1 User Content

Certain features of the Service may permit users to submit, upload, or otherwise transmit content to the Service for processing by Crittora, including for secure file transfer ("User Content"). You bear full responsibility for all User Content, including its content, the legality of such content, and how you obtained it. While we may choose to monitor information within the Services, we are under no obligation to do so. We do not guarantee, and are not liable for, the availability, accuracy, suitability, or legality of User Content or any other information you access through the Service. You understand that using the Service involves transmitting User Content and other communications over the Internet and other networks, which could be accessed by unauthorized third parties. If you suspect any security breach, you must promptly inform us by emailing at support@crittora.com.

8.2 Ownership of User Content

You retain any copyright and other proprietary rights that you may hold in the User Content that you upload to the Service, subject to the licenses granted in these Terms.

8.3 License to Crittora

By uploading User Content to or via the Service, you grant Crittora a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to store, process, and transmit your User Content for the purposes of providing the Service, and otherwise performing its obligations under these Terms.

8.4 Secure File Transfer

We host files transmitted through the secure file transfer feature in our proprietary encrypted format and deliver them in encrypted form to the designated recipient. Files are stored solely on a temporary basis to enable transfer and are ordinarily deleted from our servers within seven (7) days of upload. We reserve the right, at our discretion, to delete any such files sooner, and we disclaim any liability to you or to any third party for such early deletion. You remain solely responsible for retaining and managing all copies of User Content, including any files sent or received through the secure file transfer feature. We are not responsible for storing, archiving, or otherwise preserving User Content beyond the deletion period stated above

9. Prohibited Conduct

BY USING THE SERVICE, YOU AGREE NOT TO:

1. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
2. violate infringe, or misappropriate any third-party intellectual property right, including by uploading to which you do not have the rights to do so;
3. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service;
4. interfere with the operation of the Service or any user's enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
5. use the Service to send unauthorized advertisements, promotional content, or spam to users through the Service;
6. perform any fraudulent activity including impersonating any person or entity or engaging in deceptive practices.;
7. remove, alter, or cover any copyright notices or other proprietary rights notices placed on or in any part of the Services or Site Content;
8. use any bot, crawler, spider, or other automated script or software to scrape or build a database from the Services;
9. use the Service or any Site Content for the purposes of training any artificial intelligence system or model, or building any databases;
10. use the Service or Site Content to create any competing product, services, or database; or
11. attempt to do any of the acts described in this Section 9 or assist or permit any person in engaging in any of the acts described in this Section 9.

10. Modification of These Terms

We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should discontinue your use of the Service. Except as expressly permitted in this Section 10, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

11. Term, Termination, and Modification of the Service

11.1 Term

These Terms are effective beginning when you accept these Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 11.2.

11.2 Termination

If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Crittora may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by following the instructions from your account page or contacting customer service at support@crittora.com.

11.3 Effect of Termination

Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Crittora any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 3, 4.2, 4.3, 5, 6, 7, 8, 9, 11.3, 12, 13, 14, 15, and 16 will survive. You are solely responsible for retaining copies of any User Content you uploaded to the Service since upon termination of your account, you may lose access rights to any User Content you uploaded to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.

11.4 Modification of the Service

Crittora reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. You should retain copies of any User Content you upload to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you uploaded to the Service.

12. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Crittora, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the "Crittora Entities") from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

13. Disclaimers; No Warranties by Crittora

13.1

THE SERVICE AND ALL SITE CONTENT AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. CRITTORA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL SITE CONTENT AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CRITTORA DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY SITE CONTENT OR OTHER CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND CRITTORA DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. CRITTORA DOES NOT WARRANT THAT USE OF THE SERVICE WILL ACHIEVE ANY PARTICULAR RESULT OR OUTCOME.

13.2

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR CRITTORA ENTITIES OR ANY SITE CONTENT OR OTHER CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE CRITTORA ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

13.3

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 13 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Crittora does not disclaim any warranty or other right that Crittora is prohibited from disclaiming under applicable law.

14. Limitation of Liability

14.1

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CRITTORA ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY SITE CONTENT OR OTHER CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY CRITTORA ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

14.2

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE CRITTORA ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO CRITTORA FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.

14.3

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15. Dispute Resolution and Arbitration

15.1

We will try work in good faith to resolve any issue you have with the Service, including any products or services ordered or purchased through the Service, if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a subscriber's satisfaction.

15.2

YOU AND CRITTORA ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

15.3

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR USE OF THE PLATFORM OR SERVICES, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

15.4

Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. The arbitration will be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. You agree that, by agreeing to these Terms, the Federal Arbitration Act will govern the interpretation and enforcement of this section.

15.5

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

15.6

If you seek arbitration or elect to file a small claim court action, you must first send Crittora, by certified mail, a written notice of your claim (a "Notice") to ATTN: Legal, 115 South Orange Street, New Smyrna Beach, FL 32168. If Crittora initiates the arbitration, it will send such Notice to you in accordance with this section. A Notice, whether sent by you or Crittora, must: (a) describe the nature and basis of the claim or dispute; and (b) describe the specific relief sought (the "Demand"). If you and Crittora do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Crittora may commence an arbitration proceeding or file a claim in small claims court. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.

15.7

You agree to an arbitration on an individual basis. In any dispute, neither you nor Crittora will be entitled to join or consolidate claims by or against other customers in court or in arbitration or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity. The arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

15.8

This arbitration clause shall survive the termination of these Terms. If this specific provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be as set forth below.