Maverick Document Signings, LLC (“we” or “Mavsign”) offers a suite of signing and identification verification products and services (“Platform”) that are used separately or in conjunction with each other to assist a user (“you” or “Dealer”) with the transaction closing process. Although the usage of our secured closing process and or any combinations of protection we offer provides a high level of identity verification, the sophistication of fraudulent identification cards and synthetic identity improve each year. Therefore, Mavsign’s Platform should only be used in conjunction with Dealer’s identity theft prevention program (“ITPP”) as required by the Federal Trade Commission’s Red Flag rules. This Terms and Conditions of Service Agreement (“Agreement”) is an agreement between you and Mavsign. By using Mavsign’s Platform, you agree to this Agreement and certify that you have all necessary rights to do so. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree to this Agreement on behalf of the party that you represent. Mavsign may modify this Agreement from time to time by posting a new version to its website, mavsign.com. Unless we specify otherwise, modifications take effect (and govern future use of the Platform) when we post the modified version. If you do not agree to the modifications, your sole remedy is to cease using and deactivate the Platform.

Access to Mavsign’s Platform is offered on a month-to-month basis (“Monthly Access”) or for a fixed term subscription (“Term Subscription”). To receive a license to use Mavsign’s Platform, you must first create an account and fill out a form (an “Order Form”), selecting between Monthly Access or a Term Subscription. Both Monthly Access and Term Subscription accounts will auto-renew in accordance with these terms and conditions and applicable law. For Monthly Access accounts, Mavsign’s fee schedule is available online and all fees will be charged by Mavsign and paid for by Dealer in accordance with the most current fee schedule provided by Mavsign. For Term Subscription Accounts, the fees will be as set forth in the Order Form or the Mavsign website. By creating an account and signing up for Mavsign’s Platform, you agree that you have reviewed and agreed to these terms and conditions and that you have the authority to bind Dealer to this agreement.

Monthly Access and Term Subscriptions shall be automatically renewed for like terms unless Dealer cancels automatic renewal of this Agreement. For Monthly Access users, the fees will renew at the then current price. For Term Subscriptions, the fees may be subject to an increase of 5% for each renewal term. Automatic renewal can be canceled immediately at any time by logging into the Dealer’s Mavsign account, clicking on “Manage Subscription” from the “Dashboard” landing page, and clicking on “Cancel your subscription.” For further assistance Dealer may contact sales@mavsign.com or billing@mavsign.com, however, cancellation of automatic renewal by any method other than through the Platform will only be effective as of the date confirmed by Mavsign. The license to use the Mavsign Platform will end at the end of the term. Monthly Access and Term Subscriptions will begin on the date of the Order Form and will terminate at the end of the month in which notice of termination is given.

Dealer may make payments via credit card, check, or ACH. Payment by any method other than ACH, will be subject to a processing fee Dealer agrees to provide any information requested by Mavsign to confirm Dealer’s payment method. Dealer agrees to pay for all services ordered or provided as set forth in Mavsign’s most current fee schedule at the time the services are provided regardless of funding outcome, customer willingness, or other unforeseen events that are not within Mavsign’s control. For amounts not automatically withdrawn by Mavsign, applicable fees will be payable to Mavsign upon email receipt of invoice and payments not received by Mavsign within thirty days from the date of the invoice will be considered past due. Dealer will provide and maintain an invoice billing email address and will notify Mavsign of any changes in address so that there is no delay in payment. A late payment penalty of up to 5% per month, or the maximum rate allowable by law, whichever is lower, will be assessed on outstanding balances of 15 days or more past due and will be charged if the Dealer does not comply with the rates, amounts or dates of pay as set forth in these terms and conditions. All billing inquiries should be sent to billing@mavsign.com. Changes to Dealer’s billing information may be made in the Platform or by emailing billing@mavsign.com, however, any changes made via email will only become effective after thirty days. All payments due to Mavsign shall be paid in US currency. If Dealer becomes past due on its account to Mavsign, Mavsign reserves the right to take any, or all, of the following actions: immediately suspend services and terminate Dealer’s access to the Platform until payment is made in full; require a deposit in the amount of two (2) months of Dealer’s average monthly invoices; commence collection action on outstanding amounts owed; or any other action permitted by law or this Agreement.

If Dealer is part of a group of dealerships under common ownership or control (“Dealer Group”), each Dealer that uses Mavsign’s Platform agrees to the terms of this Agreement. Each Dealer within a Dealer Group that uses Mavsign’s Platform whether subscribed individually or as part of the Dealer Group agrees that it is jointly and severally liable for, and hereby guarantees, the performance of all terms and conditions set forth herein, including full and prompt payment and performance when due of any amounts owed to Mavsign by any other Dealer within its Dealer Group. If a Dealer within a Dealer group breaches this agreement, including by non-payment of amounts owed, Mavsign may take action against any or all dealers within the Dealer Group authorized herein, including suspension or termination of service, or available by law.

Mavsign will provide a trained verification specialist (“Secure Closing Agent”), who will be, at a minimum, a licensed and registered notary, to verify and validate signatures on Dealer’s prepared documents. Mavsign offers different products to assist in the verification of Dealer’s customer’s identity and reserves the right to require specific methods and forms of identification and verification steps before validating a signature. For all offsite closings, Mavsign reserves the right to require additional protocols, including the use of advanced verification methods. Mavsign will assign a Secure Closing Agent within 24 hours of Mavsign receiving Dealer’s written request for service, excluding national holidays. Any signings received after 12:00 pm PST on Saturday or at any time on Sundays, or on national holidays will be assigned on the next business day. Dealer will be notified when Secure Closing Agent has confirmed the date, time and location of the scheduled appointment with Dealer’s customer. If a scheduled appointment date, time or location was not provided by Dealer, Secure Closing Agent will set a time, date and location with Dealer’s customer at a mutually agreeable time. Secure Closing Agent will travel to the signing location to witness Dealer’s customer’s signing of Dealer’s documents. Neither Mavsign nor the Secure Closing Agent will review Dealer’s paperwork to determine accuracy, sufficiency or completeness. Secure Closing Agent will have Dealer’s customer sign or initial all required lines that are clearly marked by Dealer wherever Dealer requires customer’s signatures, initials or acknowledgements in accordance with Dealer’s checklist. Upon completion of signing, Secure Closing Agent will collect all documents and return them to Dealer. All overnight packages will be dropped off for delivery to Dealer the same day, if the signing takes place prior to 3:00 P.M. in the time zone where the signing takes place, and a suitable drop off location is available. Secure Closing Agents will make best efforts to ship overnight packages the same day back to Dealer when the signing takes place after 3:00 P.M. All shipping costs are the responsibility of the Dealer and are in addition to any monthly or subscription fees paid to Mavsign.

Mavsign takes and has no responsibility for any statement made in Dealer’s documents. Dealer is solely responsible for providing all necessary and completed documents for signature by Dealer’s customer.

Mavsign provides no other services, unless other tasks are requested by Dealer and Mavsign has agreed to provide those additional tasks in writing in advance of the actual signing.

For each closing transaction, Dealer will complete an on-line order form through Mavsign’s website or Platform and provide a signing location for Dealer’s customer. Dealer will provide a detailed checklist of the provided documents and any instructions to Secure Closing Agent along with all required documents to be signed and ship any and all documents requested to be signed by Dealer’s customer along with a pre-addressed, pre-paid return envelope directly to Secure Closing Agent. Blank documents will not be accepted. All required lines to be initialed or signed by Dealer’s customer must be clearly marked by Dealer either by Dealer highlighting or placing signature marker stickers wherever Dealer requires customer’s signatures, initials or Secure Closing Agent acknowledgements in accordance with Dealer’s checklist. Dealer shall be responsible for ensuring that all highlighted or marked points on Dealer’s documents match Dealer’s checklist both for autofill and manual in fill. Dealer’s checklist must reflect the same information as marked on Dealer’s documents, or missed signatures, initials or notarizations may result. Mavsign is not responsible for Dealer’s incomplete, inconsistent or inaccurate documents, instructions, or Dealer checklist.

Neither Mavsign nor the Secure Closing Agent will review Dealer’s paperwork to determine accuracy, sufficiency or completeness. Mavsign is not responsible for any statement made in Dealer’s documents. It is Dealer’s responsibility to provide all necessary and completed documents ready for signature by Dealer’s customer. Dealer’s failure to provide a written checklist to the Secure Closing Agent, or clearly indicate all lines to be signed, initialed or notarized on both Dealer’s checklist and Dealer’s documents may result in errors which are neither Mavsign’s nor the Secure Closing Agent’s fault or responsibility.

Dealer has until the vehicle is delivered or three (3) days from the date Dealer’s documents are sent back to Dealer, whichever occurs first, to inform Mavsign in writing of any problems or concerns with the documents returned by Mavsign.

It is Dealer’s responsibility to fully inspect all documentation and independently verify the customer’s identity and signatures on all transaction paperwork prior to delivery of a vehicle to Dealer’s customer.

If documents are returned to Dealer with missing signatures, and it is within the three (3) day timeframe described above, Dealer must take the following actions. The following steps must be completed prior to Dealer’s delivery of the vehicle to Dealer’s customer. Once Dealer delivers the vehicle to its customer, Mavsign will consider the transaction closed and will bear no responsibility or liability: (1) Contact Mavsign at (877) 708-4383 and ask for a scheduling manager and email Mavsign at DST@mavsign.com and info@mavsign.com; (2) send Mavsign a copy of all the transaction documents that were returned to Dealer along with the checklist and other documents that were provided to Mavsign or a Secure Closing Agent prior to the signing of the documents; (3) Provide a list of any missing signatures, initials, and/or notarizations; and (4) Do not deliver the vehicle until all required signatures, initials and notarizations have been obtained and returned to Dealer.

We will respond within 24 hours with requests for additional information or documents and guidance on how to proceed. If a missing signature was the sole result of an error by Mavsign or a Secure Closing Agent, Mavsign will send a Secure Closing Agent to the customer to obtain any missing signature and return the required documents to Dealer within 48 hours, or as soon as possible depending on customer availability, at no additional charge to Dealer. If a missing signature was not the sole result of an error by Mavsign or a Secure Closing Agent, Dealer may re-submit the transaction documents through the Mavsign Platform and it will incur our standard fees.

If Dealer elects to send out documents to customer for correction without allowing Mavsign the required review process time, or delivers the vehicle before Mavsign is provided time to review and obtain corrected documents, such decision is at Dealer’s sole discretion and Mavsign will not be responsible for any additional costs incurred by or damages to Dealer.

Dealer is responsible for providing the signing location when the order is placed with Mavsign. Dealer must specifically advise Mavsign in writing before or at the time Dealer’s documents are delivered whether Dealer accepts any change in signing location made by Customer. Unless Dealer expressly accepts a change in signing location by Customer in Dealer’s documents, Secure Closing Agent will not process the signing at any location other than the one identified by Dealer.

In order to assist in the verification of Dealer’s customer’s identity, Dealer is responsible for informing and requiring Dealer’s customers to provide one (1) form of government issued picture identification at the time of signing Dealer’s documents. The government issued picture identification must contain a photo of the customer. All documents must be current and unexpired and all documents must be originals. Temporary and/or paper licenses (or other limited variations of driver’s licenses) will not be accepted, unless Dealer authorizes Mavsign or a Secure Closing Agent otherwise. In the event a temporary and/or paper license is authorized by Dealer, Mavsign reserves the right to require additional forms of verification. Prior to submitting an order, Dealer shall also obtain from Dealer’s customer copies of customer’s identification for examination, including picture identification, to compare with Dealer documents when Dealer’s documents are returned to Dealer. When using Mavsign’s VerifyID or similar software to assist in the verification of the Dealer’s customer’s identity, a link to complete Verify ID will be sent to the Dealer's Customer. Once completed the digital photograph provided by customer, and front and back photo of customer’s ID will be made available on Mavsign’s Website and App for Dealer to review and compare to the ID provided to Dealer by Customer. It is Dealer’s responsibility to compare the Verify ID captured pictures and ID with the ID the Dealer collected from their customer.

Mavsign will alert Dealer if they suspect Dealer’s customer has failed to provide an acceptable form of identification, has provided a form of identification which is suspect, or fails or refuses to provide sufficient proof of identity. In such an instance, it is then the Dealer's decision whether to accept customer’s identification provided or require other specific identification from Dealer’s customer as may be requested by Dealer. In that event, Dealer will notify Mavsign of such waiver, and Mavsign’s Secure Closing Agent will comply with Dealer’s requirements and obtain the specific identification documentation specified by Dealer from Dealer’s customer. If Dealer accepts customer’s identification after receiving notice from the Secure Closing Agent, Dealer assumes all responsibility to such decision In the event Dealer’s customer cannot or will not provide such documents as required or requested by Dealer, Secure Closing Agent will terminate the signing process and Mavsign will cause the paperwork to be returned to Dealer uncompleted and Dealer will remain responsible for the fees associated with the transaction.

Mavsign has no responsibility for Dealer’s decision to deliver any vehicle. Mavsign is not responsible in any way for Dealer’s decision to deliver a vehicle prior to return of Dealer’s documentation, or upon Dealer’s receipt of Dealer’s documents without Dealer’s inspection, review or acceptance, or Dealer’s failure to independently verify customer’s identity from the documents returned to Dealer or customer’s change in signing location.

Secure Closing Agents that are part of Mavsign’s network undergo a background check verifying the Secure Closing Agent’s social security identification and the Secure Closing Agent’s criminal history will be requested through a check on the Nationwide Criminal Database and National Sex Offender Registry and the State Motor Vehicle Report. Secure Closing Agents are required to be a licensed notary and hold all necessary insurance, bonds, and current commission as required by each respective individual state requirements. Mavsign’s Secure Closing Agents are not fraud investigators or professional law enforcement officers.

Mavsign reserves the right to reject Dealer’s request for services if: sufficient documentation has not been provided; Dealer’s instructions are unclear or contradictory; Dealer has a past due account; Dealer or Dealer’s customer is threatening, intimidating, or otherwise uncooperative; or any other reason in Mavsign’s sole discretion.

Although Mavsign will exercise due diligence and prudence in carrying through the document signing process, using the identification criteria and procedures stated above, neither Mavsign nor its Secure Closing Agents have any duty to review Dealer’s documents for accuracy or truth of representation or assess any transaction for possible fraud or other crime by Dealer’s customer. Mavsign’s Secure Closing Agents are not fraud investigators or professional law enforcement officers.

Mavsign makes no warranty or claim that the VerifyID software application is foolproof, or is a guaranty of actual identity or prevents fraud. No Mavsign product or service provides an independent or absolute determination that the biometric identifiers provided for comparison prove the customer’s identity or that the biometric identifiers provided are not fraudulent. VerifyID provides an additional level of inspection to assist in the verification of a customer’s identity, but it is not a substitute for accurate physical forms of government issued picture identification.

EXCEPT AS STATED HEREIN, Mavsign EXPRESSLY DISCLAIMS ANY REPRESENTATION, WARRANTY OR SERVICE LEVEL, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

It is expressly agreed that Mavsign is acting as an independent contractor and not as an employee or agent of Dealer in providing its services to Dealer. Dealer and Mavsign also agree that these services in no way create any partnership or joint venture between them, and Mavsign is merely facilitating the signing of Dealer’s documents for Dealers and their customers’ convenience.

Dealer is responsible for independently verifying its customer’s identity consistent with automotive management practices. The Platform can be one part of Dealer’s responsibility to detect red flags and is not a substitute for Dealer’s responsibility to maintain an Identity Theft Prevention Program (ITPP) under the Fair Credit Reporting Act. Please refer to Dealer’s ITPP or the FTC’s Red Flag Rules for vehicle dealership compliance. Dealer is responsible for responding in accordance with its ITPP after it has identified and detected a red flag. Dealer is responsible for compliance with all applicable rules, regulations, and laws. Dealer agrees to send, transmit, or convey all information to Mavsign through a secured upload or encrypted email.

Dealer agrees not to (a) modify, reverse engineer or seek to gain unauthorized access to the Platform or related systems, data or source code, (b) bypass or circumvent measures designed to prevent or limit access to any part of the Platform, (c) rent, lease, provide access to or sublicense any elements of the Platform to a third party or use the Platform on behalf of or to provide services to third parties, (d) copy, modify or create derivative works of the Platform or remove any of Mavsign’s proprietary notices, (e) access the Platform for competitive purposes or publish any benchmark or performance information about the Platform, or (f) use the Platform in any manner that could damage, disable, overburden, or impair the functioning of the Platform or interfere with, disrupt or negatively affect other users. Note that Mavsign owns all right, title and interest (including intellectual property rights) in and to the Platform and our related websites and technology. If you choose to give us feedback, suggestions or other inputs about the Platform, we may use them without restriction.

TO THE EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND ANY USE IS AT YOUR DISCRETION AND RISK. Mavsign, ITS AFFILIATES AND ITS AND THEIR OWNERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. Mavsign DOES NOT WARRANT THAT USE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY OF YOUR DATA WILL BE ACCURATE OR COMPLETE OR THAT Mavsign WILL MAINTAIN ANY DATA WITHOUT LOSS.

TO THE EXTENT PERMITTED BY LAW, Mavsign, ITS AFFILIATES AND ITS AND THEIR OWNERS WILL NOT BE RESPONSIBLE FOR: (A) ANY LOST PROFITS, LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, FINANCIAL LOSSES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR (B) ANY DAMAGES OR AMOUNTS EXCEEDING, IN THE AGGREGATE, THE AMOUNT YOU PAID US TO USE THE PLATFORM IN THE SIX MONTH PERIOD LEADING TO ANY CLAIM.

The duration of electronically stored private information of Dealer’s customer is 90 days from the date of a transaction’s closing. Electronically stored information includes information related to Dealer’s customer’s signing that may, or may not, be related to Dealer’s customer’s private personal information that Mavsign receives through Mavsign’s website, Platform, from Dealer’s customer, or Secure Closing Agent during the signing process. Dealer will no longer have access to a transaction or Dealer customer’s information on the Platform after 90 days. Mavsign will not provide Dealer prior notice to deleting customer’s electronically stored information, nor will Mavsign provide Dealer notice of the length of time remaining for Dealer to access customer’s electronically stored private personal information through Mavsign’s archive, Mavsign’s website or the Platform.

Dealer is responsible for independently maintaining an information security program consistent with automotive management practices. Mavsign Services is one part of Dealer’s responsibility to protect the private personal information of Dealer’s customer and is not a substitute for Dealer’s responsibility to comply with applicable law.

Dealer may terminate this Agreement in accordance with the terms set forth herein or on its Order Form. Mavsign may terminate or suspend this Agreement (or your access to or use of the Platform) with or without notice if Dealer is in breach of this Agreement, including if we reasonably suspect that you have violated this Agreement. Mavsign will have no liability to you for any such termination or suspension, nor will such action limit any other rights or remedies Mavsign may have. Except for your right to use the Platform, this Agreement will survive any termination. Mavsign further reserves the right to restrict access to the Platform in the event of any actual or suspected circumstances that threatens the security, stability, or performance of the Platform.

This Agreement shall be exclusively construed in accordance with and governed by the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. The sole and exclusive venue for any dispute arising out of or related to this Agreement shall be in the state and federal courts located in and for Harris County, Texas and the parties hereby irrevocably consents to the jurisdiction of said courts. The prevailing party in any action to enforce this Agreement shall recover its reasonable expenses, including reasonable attorneys’ fees. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

The following terms are applicable for Term Subscription customers only

Mavsign’s Platform is designed to assist Dealer with identity verification when properly used in conjunction with Dealer’s internal protocols and industry best practices for identity verification and fraud detection and when used in accordance with the provisions of this Agreement and any other training or support provided by Mavsign to Dealer.

Mavsign offers a limited guarantee when the following terms are all met:

1. Dealer must be a Term Subscription subscriber in good standing with Mavsign. To be in good standing, the Dealer must be: a current Term Subscription subscriber at the time the transaction occurred, when the claim is made, and when the claim is accepted or rejected; and current on all invoices and amounts due to Mavsign.
2. Dealer must have an ITPP in effect and the ITPP must be documented and followed in all Mavsign transactions.
3. Dealer’s ITPP must have verified Dealer customer’s identification prior to submitting the transaction to Mavsign for identity verification.
4. The transaction involves a Mavsign Secure Closing Agent visiting Dealer’s customer at the assigned location, as documented by the transaction documentation sent to Mavsign in advance of the signing. If Dealer has opted to allow Dealer’s customer to change the location or if a Secure Closing Agent notifies Dealer of suspected fraud, the limited guarantee will not be available.
5. Dealer customer must provide Mavsign with all requested documentation and proof of identification and pass the following forms of identity verification:
   • a. Mavsign’s VerifyID;
   • b. Social Security Number confirmation;
   • c. Two forms of identification, none of which can be temporary or paper identification;
   • d. Affidavit of Identity, including thumbprint verification;
   • e. Phone number confirmation;
   • f. Email confirmation; and
   • g. Home address confirmation.

If Dealer believes that Mavsign failed to properly verify the identity of a Dealer customer, Dealer may file a claim by emailing cs@mavsign.com. The claim must be submitted within ninety (90) days of the signing of the transaction that is the basis for Dealer’s claim.

The claim notice must contain the following information:

• Date of transaction;
• Amount of transaction;
• Proof that Dealer followed its ITPP program;
• Notice letter from lender (if applicable);
• Police Report; and
• Proof of Dealer’s actual losses

Upon receipt of Dealer’s claim, Mavsign will investigate the claim. Dealer will cooperate with Mavsign’s investigation by providing any information related to the transaction that is requested by Mavsign. Dealer’s cooperation in a timely manner with Mavsign’s investigation is a condition to this limited guarantee.

Mavsign will notify Dealer if Dealer’s claim has been accepted or rejected within ninety (90) days receipt of a properly filed claim. If Dealer’s claim is accepted, Mavsign shall pay to Dealer the cost of actual damages incurred up to a maximum of $10,000. IN NO EVENT WILL MAVSIGN’S LIABILITY FOR A SINGLE CLAIM UNDER THIS LIMITED GUARANTEE EXCEED $10,000. Payment of the claim will be subject to Dealer and Mavsign entering into a Settlement and Release Agreement reasonably agreeable to both parties. Mavsign’s decision as to whether to accept or deny any claim is at Mavsign’s sole discretion. The limited guarantee is not insurance but a guarantee of Mavsign’s Platform when used properly.