Talos Title, LLC · Terms and Conditions, including Schedule 1 — Security and Data Processing Terms.

Talos Title, LLC · 15376 Lake Crest View Drive, Baton Rouge, Louisiana 70810 · www.talostitle.com · customersupport@talostitle.com

1. AGREEMENT TO TERMS

These Terms and Conditions (the "Agreement") are made between you ("Customer," "you," or "your") and Talos Title, LLC, a Delaware limited liability company qualified to do business in Louisiana, with its principal office at 15376 Lake Crest View Drive, Baton Rouge, Louisiana 70810 ("Talos Title," "Talos," "we," "us," or "our").

This Agreement governs your access to and use of our websites, applications, software, platform, tools, and services, including any related media, channels, or mobile applications (collectively, the "Website" and the "Services"). By accessing or using the Website or the Services, you accept and agree to be bound by this Agreement, including Schedule 1 (Security and Data Processing Terms), which is incorporated by reference and forms part of this Agreement. If you do not agree, do not access or use the Website or the Services.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "Customer" refers to that entity.

2. DEFINITIONS

  • Additional Features. New or optional features Talos Title may release from time to time that are not essential to the operation of the Standard Services and that may require additional fees.
  • Customer Content. Files, documents, data, instructions, and other information submitted or made available to the Services by or for Customer.
  • Customer Data. Customer Content together with Customer Work Data, Derived Processing Data, and Generated Deliverables. Customer Data does not include Usage Data.
  • Customer Work Data. Customer-specific data maintained in a Talos Title database or application to support Customer workflows, review, processing, or results.
  • Confidential Information. Non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including pricing, business terms, security documentation, source code, and product roadmaps. Customer Data is Customer's Confidential Information.
  • Derived Processing Data. Images, page files, extracted text, converted files, intermediate artifacts, and other information created by Talos Title in the course of processing Customer Content.
  • Generated Deliverables. Reports, exports, files, and other outputs created by the Services at Customer's request.
  • Non-Public Personal Information. Personally identifiable financial or consumer information that is not lawfully available from public records, including Social Security numbers, financial account numbers, credit reports, and consumer reports.
  • Order Effective Date. The start date for Customer's subscription or paid Services, as set during signup, in a customer order, or otherwise confirmed in writing by Talos Title.
  • Processing Traces. Prompts, responses, model inputs and outputs, document text, extracted fields, and similar records generated while the Services process Customer Content. Processing Traces are Customer Data and are not Usage Data.
  • Security Incident. Any confirmed or reasonably believed unauthorized access to, acquisition of, disclosure of, or loss of Customer Data in Talos Title's possession or control.
  • Standard Services. The features and functionality set forth in Section 3 (Scope of Services).
  • Subprocessor. A third party engaged by Talos Title to process Customer Data in connection with providing the Services.
  • Usage Data. Records describing how a customer, user, system, feature, or service is used, including operational, diagnostic, telemetry, and analytics records. Usage Data does not include Customer Content, Customer Work Data, Derived Processing Data, Generated Deliverables, Processing Traces, or Usage Recordings, and none of those categories becomes Usage Data merely because it can be used for analysis or system improvement.
  • Usage Recording. A session replay or similar recording of user interaction with the Services. A Usage Recording is Customer Data where it can identify a customer or user or displays Customer Content.

3. SCOPE OF SERVICES

(a) Standard Services

Talos Title agrees to provide access to the following Standard Services.

Search Builder. Drag and drop document upload, OCR, instrument-specific processing, data extraction, automated indexing, AI document type detection, signature detection, stamp detection, 1-click back title, search assembly automation, run sheet auto-matching, title gap identification, exportable search PDF, instrument auto-sort, document-specific notes, search collaboration, data search within document, encryption of Customer Data in transit and at rest, one month of unlimited onboarding support following go-live, two onboarding and training sessions if needed, uniform workflow enforcement, PDF splitter, PDF extractor, viewable edit history, and neighborhood templates. Ongoing support after the first month is provided in accordance with Section 11.

Search + Examination. All Search Builder features, plus legal description compare, integrated title exam view, exportable title exam PDF, build summary with copy and paste controls, examiner check boxes for requirements and exceptions, and 24-month chain of title check boxes.

Enterprise. All Search Builder and Search + Examination features, plus customizable pricing, training, and support as agreed in an addendum executed by both parties.

(b) Additional Features

Talos Title may from time to time release Additional Features that may be added to a Customer account. Additional Features that require an additional fee will not be essential to the Standard Services. No fee-bearing Additional Feature will be enabled or charged to Customer's account without prior written notice of the feature and its cost and Customer's express opt-in. Talos Title may modify Standard Services features over time in accordance with Section 12 (Upgrades and Changes).

4. SUBSCRIPTIONS; TERM; RENEWAL; CANCELLATION

(a) Subscription Term and Renewal

Subscriptions commence on the Order Effective Date and renew automatically on a monthly basis unless terminated as provided below. A full one (1) year commitment, if elected, locks in then-current pricing for the committed term.

(b) Termination for Convenience

Either party may terminate this Agreement and any active subscription for convenience on thirty (30) days' written notice to the other party. Services will end as of the effective termination date.

(c) Termination for Cause

Either party may terminate this Agreement effective immediately on written notice if the other party (i) materially breaches this Agreement and fails to cure within fifteen (15) days after written notice, or (ii) becomes the subject of bankruptcy, insolvency, receivership, or similar proceedings, or ceases to do business.

(d) Effect of Termination

On termination or expiration: all rights granted to Customer under this Agreement cease; Customer must discontinue use of the Services; and all fees for Services rendered through the termination date become immediately due and payable.

Talos Title will make Customer Content, Customer Work Data, and Generated Deliverables available for export for thirty (30) days following the effective date of termination. Talos Title will not withhold export on account of a fee dispute or unpaid balance. If Customer's access is suspended under Section 4(e) at the time of termination, the export period does not begin until access is restored or, at Customer's election, Talos Title performs the export on Customer's behalf. Derived Processing Data and Processing Traces are deleted on the schedule in Schedule 1, Section 10 and may not be available for export.

Following the export period, Talos Title will securely delete Customer Data in accordance with Schedule 1, Section 10, completing deletion of active Customer Data within thirty (30) days after the end of the export period, and will provide written confirmation of deletion on Customer's written request.

(e) Suspension

Talos Title may suspend Customer's access to the Services on written notice if fees are more than thirty (30) days past due, or immediately where Customer's use presents a material security risk to the Services or to other customers. Talos Title will restore access promptly once the cause of suspension is resolved. Suspension does not itself terminate this Agreement.

(f) Survival

The following survive termination or expiration, together with any provision that by its nature should survive: Sections 2, 4(d), 5 as to amounts accrued before termination, 8, 9, 10, 13, 14, 18, 19, 20, 21, 22, 24, 25, and 27; Schedule 1 in its entirety for so long as Talos Title retains any Customer Data; and Schedule 1, Sections 10, 13, 14, and 15 in all events.

5. PRICING AND PAYMENT TERMS

(a) Pricing — Standard Services

Search Builder: $0.25 per page uploaded. Search + Examination: $3.00 per instrument reviewed. Enterprise pricing is as set forth in an executed addendum.

(b) In-App and Usage-Based Charges

Certain actions within the application incur fees, including document ingestion and processing and title examinations, without a separate per-action approval prompt. By using these features, Customer acknowledges and agrees to the associated charges set forth in this Section 5.

(c) Invoice and Payment

Monthly usage is billed on the first day of the following month. Payment is submitted to the payment processing system on the tenth day of each month for the prior month's usage. All amounts are in United States dollars. Accepted forms of payment are bank transfer via Stripe and credit card payment via Stripe. Talos Title's payment processor collects and processes payment card data directly; Talos Title does not store full payment card numbers.

(d) Refunds

Except where required by law, payments are nonrefundable. Any refund granted is at Talos Title's discretion.

(e) Fee Changes

Talos Title may change the per-page fee, the per-instrument fee, or customized pricing on at least thirty (30) days' prior written notice, except that pricing locked under Section 4(a) for a committed term may not be changed during that term. Fees for Additional Features apply on an opt-in basis only.

(f) Rejected Payments

Talos Title may reject a payment where it is incomplete, unauthorized, or reasonably suspected to be fraudulent, or where acceptance would violate applicable law. Rejection of a payment does not relieve Customer of the obligation to pay amounts due.

6. ACCESS AND PRIVACY

(a) Access

Access to and use of the Website and the Services is conditioned on Customer's acceptance of and compliance with this Agreement and the Talos Title Privacy Policy.

(b) Privacy Policy

Use of the Website and the Services is subject to the Talos Title Privacy Policy, available at https://talostitle.com/privacy-policy, which describes how Talos Title collects, uses, and discloses personal information and describes applicable privacy rights. Privacy inquiries may be sent to info@talostitle.com or customersupport@talostitle.com. Talos Title will not revise the Privacy Policy in a manner that materially reduces the protections applicable to Customer Data without notice given in accordance with Section 23. In the event of a conflict between the Privacy Policy and this Agreement with respect to Customer Data, this Agreement and Schedule 1 control.

(c) Business Use Only

The Website and the Services are made available solely for business and professional use by title professionals, title agencies, settlement service providers, and other commercial entities and their authorized personnel. The Services are not directed to, intended for, or offered to consumers for personal, family, or household purposes, and are not directed to children. By accessing or using the Services, Customer represents and warrants that it does so in the course of its business or profession and not as a consumer, and that any account it establishes is a business account.

7. USER ACCOUNTS; USER OBLIGATIONS

(a) Accounts

Customer is responsible for maintaining the confidentiality of account credentials and for activity under its accounts. Customer must not share passwords, authentication codes, access tokens, or other credentials among users. Customer must notify Talos Title promptly of any suspected unauthorized use, credential compromise, or security concern by contacting security@talostitle.com.

(b) Obligations

Customer represents and warrants that registration information it provides is accurate, complete, and kept current; that it has the legal capacity and authority to enter into this Agreement; that it will use the Website and the Services only as permitted in this Agreement and in compliance with applicable law; and that it will not use bots, scripts, or automated means except as permitted by Talos Title in writing.

(c) Authorized Users

Customer is responsible for the acts and omissions of its authorized users as if they were Customer's own, and must ensure that access is granted only to individuals with a legitimate business need and is removed promptly when no longer required.

8. INTELLECTUAL PROPERTY; LICENSE

(a) Ownership

All software, source code, databases, functionality, designs, text, graphics, audio, video, trademarks, service marks, and other content in or comprising the Services are owned by or licensed to Talos Title and are protected by applicable law. Talos Title grants Customer a non-exclusive, non-transferable, revocable right to access and use the Services during the term, solely for Customer's internal business purposes and subject to this Agreement.

(b) Restrictions

Except as expressly permitted by this Agreement, no content or software may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, reverse engineered, decompiled, disassembled, or otherwise exploited without Talos Title's prior written permission.

(c) Feedback

If Customer provides suggestions or feedback regarding the Services, Talos Title may use them without restriction or obligation. Suggestions and feedback do not include Customer Data, and nothing in this Section 8(c) grants Talos Title any right in Customer Data.

9. CUSTOMER DATA; CONFIDENTIALITY; USAGE DATA

(a) Ownership of Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Talos Title acquires no rights in Customer Data other than the limited rights expressly granted in this Agreement.

(b) Permitted Use and Disclosure of Customer Data

Talos Title will access, use, and disclose Customer Data only:

  • to provide, secure, support, maintain, and troubleshoot the Services for Customer;
  • to analyze and improve the Services, using the least identifying form of the data sufficient for the purpose and subject to the model-training prohibition in Schedule 1, Section 7;
  • to Subprocessors engaged in accordance with Schedule 1, Section 6, each of which is bound by written obligations of confidentiality and data protection no less protective than those in this Agreement;
  • to Talos Title personnel and professional advisors with a legitimate need to know, subject to confidentiality obligations;
  • as required by applicable law, regulation, subpoena, or valid legal process, in which case Talos Title will, unless legally prohibited, give Customer prompt notice and reasonable cooperation so that Customer may seek a protective order or other relief; and
  • as Customer otherwise directs or authorizes in writing.

Talos Title will not sell Customer Data, will not disclose Customer Data to any other customer, and will not use Customer Data for advertising or for any purpose other than those stated in this Section 9(b) and Schedule 1.

(c) Confidential Information

Each party (the "Receiving Party") may obtain Confidential Information of the other (the "Disclosing Party"). The Receiving Party will use Confidential Information solely to perform or receive the Services, protect it with at least the degree of care it uses for its own confidential information and no less than reasonable care, and not disclose it except to personnel, advisors, and agents with a need to know who are bound by confidentiality obligations. Talos Title's handling of Customer Data, which is Customer's Confidential Information, is additionally governed by Section 9(b) and Schedule 1.

Confidential Information excludes information that is (i) publicly available without breach of this Agreement, (ii) independently developed without reference to the Disclosing Party's information, (iii) rightfully received from a third party without restriction, or (iv) already known to the Receiving Party without obligation of confidence. On termination, each party will return or destroy the other's Confidential Information, except for copies retained in routine backups or as required by law, which remain subject to this Section 9(c) for so long as they are retained.

(d) Usage Data

Talos Title may collect, store, analyze, and use Usage Data to operate, secure, support, and improve the Services. Talos Title will aggregate, obfuscate, or de-identify Usage Data where identification of a particular customer, user, or document is not necessary for the purpose.

Talos Title may retain Usage Data during the term and for up to two (2) years after termination, except for billing, usage, and reconciliation records supporting charges, which are retained as described in Schedule 1, Section 10. Aggregated or de-identified statistics that cannot reasonably be associated with Customer, a user, or a document may be retained for longer-term trend analysis and system improvement. Customer Data is not Usage Data and is governed by Section 9(b) and Schedule 1.

Talos Title may create Usage Recordings to support, secure, analyze, and improve the Services and the user experience. Usage Recordings are configured to mask or exclude credentials, sensitive form fields, and Customer Content wherever technically feasible, are treated as Customer Data where they identify a customer or user or display Customer Content, and are deleted within ninety (90) days of collection.

(e) Non-Public Personal Information

The Services are designed to process property and title records sourced from public records. The Services are not designed or intended to receive, store, or process Non-Public Personal Information, and Customer is discouraged from submitting it. Customer is solely responsible for determining what it submits to the Services and for any Non-Public Personal Information it elects to submit, including for obtaining any consents and satisfying any legal obligations applicable to that information. Talos Title will protect Non-Public Personal Information that reaches the Services as Customer Data under this Agreement and Schedule 1.

(f) Artificial Intelligence and Automated Processing

The Services use artificial intelligence, large language models, optical character recognition, visual processing models, and similar technologies, some of which are provided by Subprocessors. Talos Title will not use Customer Data to train, fine-tune, or improve any model, and will not permit any Subprocessor to use Customer Data to train, fine-tune, or improve that Subprocessor's models or for that Subprocessor's independent product development. Additional terms governing this processing are in Schedule 1, Sections 7 and 8.

Customer acknowledges that these technologies can produce errors or incomplete results and that Customer remains responsible for reviewing outputs and determining their accuracy and fitness for Customer's purposes. The Services support, and do not replace, the professional judgment of Customer's title professionals.

10. SECURITY AND DATA PROCESSING

Talos Title maintains an information security program with administrative, technical, and physical safeguards appropriate to the sensitivity of Customer Data. Talos Title's security obligations, including encryption, access control, Subprocessor management, data location, Security Incident notification, retention and deletion, resilience, and assurance, are set forth in Schedule 1, which forms part of this Agreement. In the event of a conflict between the body of this Agreement and Schedule 1 with respect to security or data processing, Schedule 1 controls.

11. SERVICE LEVELS; SUPPORT

(a) Availability Commitment

Talos Title will use commercially reasonable efforts to make the Services available 99.5% of the time during each calendar month, excluding scheduled maintenance and factors outside Talos Title's reasonable control. Scheduled maintenance will ordinarily occur during off-peak hours with at least forty-eight (48) hours' advance notice.

(b) Service Credits

If Talos Title does not meet the availability commitment in a calendar month, Customer may request a service credit equal to 5% of the monthly subscription fee for each full percentage point below 99.5% availability, up to a maximum of 25% of that month's fees. Customer must request a service credit in writing within fifteen (15) days after the end of the relevant month. Service credits are Customer's sole and exclusive remedy for failure to meet the availability commitment. This Section 11(b) does not limit Customer's remedies for a Security Incident or for breach of Schedule 1.

(c) Support Channels and Hours

Support hours are 7:00 a.m. to 7:00 p.m. Central Time, Monday through Friday, excluding standard holidays. Email: customersupport@talostitle.com. Support portal: https://www.talostitle.com/support. Telephone: 225-242-9358. Security concerns should be sent to security@talostitle.com at any time. Customer must submit incidents through a designated channel.

(d) Target Response Times

Critical, meaning the Services are inaccessible or severely impacted: within 4 business hours. Major, meaning key functionality is impaired with a workaround available: within 8 business hours. Minor, meaning non-critical questions or cosmetic issues: within 24 business hours. Security Incident notification is governed by Schedule 1, Section 9, and is not subject to these targets.

(e) Exclusions

The availability commitment does not apply to unavailability resulting from (i) Customer's use in violation of this Agreement, (ii) Customer equipment, networks, or third-party services not controlled by Talos Title, or (iii) factors outside Talos Title's reasonable control.

12. UPGRADES AND CHANGES

Talos Title continually enhances the Services. Talos Title will make reasonable efforts to notify Customer in advance of any significant change in functionality. Talos Title will not materially degrade the core functionality of the Standard Services during a paid term. Many enhancements are included at no additional cost; certain new features may require additional fees on an opt-in basis.

13. PROHIBITED ACTIVITIES

Customer and its users may not: systematically retrieve data or content to create compilations without written permission; trick, defraud, or mislead users or Talos Title, including attempting to obtain passwords; circumvent or interfere with security features or copy protections; harass, abuse, threaten, or harm any person or group using information from the Services; misuse customer support or submit false reports; use the Services inconsistently with their intended purpose or with applicable law; engage in spam or unauthorized linking for commercial purposes; upload or transmit malware, viruses, or other disruptive code; use unauthorized automated tools, bots, scrapers, or data mining tools; remove proprietary notices; impersonate another person or user; upload passive or active information collection mechanisms such as web bugs, tracking pixels, or spyware except as permitted by Talos Title; interfere with networks or place undue burden on the Services; bypass access restrictions; copy or adapt the software comprising the Services; reverse engineer, decompile, or disassemble the software comprising the Services; use or distribute automated systems other than standard search engines or browsers; collect user data for unsolicited communications or create accounts under false pretenses; use the Services to build or support a competing product or service; advertise or sell goods or services through the Services without consent; or sell, transfer, or share an account.

14. GUIDELINES FOR REVIEWS

If Customer posts reviews or ratings, Customer should have firsthand experience; should not use offensive, abusive, discriminatory, or profane language; should not reference illegal activity or state legal conclusions about products or services; should not coordinate negative reviews with competitors or post false or misleading statements; and should not organize campaigns to post reviews.

Talos Title may accept, reject, or remove reviews at its discretion. By posting a review, Customer grants Talos Title a perpetual, nonexclusive, worldwide, royalty-free, sublicensable license to use, reproduce, modify, translate, transmit, display, perform, and distribute content related to that review. This license does not extend to Customer Data.

15. THIRD-PARTY WEBSITES AND CONTENT

The Services may link to third-party sites and services. Talos Title is not responsible for third-party content, policies, practices, or services and does not endorse them. This Section 15 does not apply to Subprocessors, which are governed by Schedule 1, Section 6.

16. SITE MANAGEMENT

Talos Title may monitor the Services for violations of this Agreement; take appropriate legal or remedial action, including action against fraud or harm; restrict, limit, disable, or remove files or content that are burdensome to systems or users; and otherwise manage the Services to protect rights, property, and operation. Monitoring is conducted in accordance with the Talos Title Privacy Policy and Schedule 1.

17. COPYRIGHT POLICY; DMCA

(a) Intellectual Property Infringement

Talos Title respects intellectual property rights and responds to claims of infringement. A party who believes its intellectual property is used without authorization should contact Talos Title with a detailed description.

(b) DMCA Notices

Notices under 17 U.S.C. § 512(c)(3) must include (i) the signature of the owner or authorized agent, (ii) a description of the work and its location or a copy, (iii) contact details, (iv) a good-faith statement, and (v) a statement under penalty of perjury that the information is accurate and the sender is authorized. On receipt, Talos Title will take the steps required by law, which may include removing or disabling access to the material.

(c) Designated Agent

Talos Title's designated agent to receive notification of claimed infringement is:

[DESIGNATED AGENT NAME AND TITLE]
Talos Title, LLC
15376 Lake Crest View Drive
Baton Rouge, Louisiana 70810
[DMCA AGENT EMAIL] · 225-242-9358

18. GOVERNING LAW

This Agreement is governed by the laws of the State of Louisiana, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19. DISPUTE RESOLUTION

(a) Informal Resolution

Before commencing formal proceedings, the parties will attempt in good faith to resolve any dispute by contacting the other party and conferring for at least thirty (30) days.

(b) Mediation

If the dispute is unresolved, the parties will mediate for thirty (30) days, with at least ten (10) hours committed by each party, under the procedures of United States Arbitration & Mediation. Costs of the mediator are shared equally.

(c) Arbitration

If mediation does not resolve the dispute, it will be finally resolved by binding arbitration before a single arbitrator administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in East Baton Rouge Parish, Louisiana. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys' fees unless the arbitrator determines otherwise.

(d) Exceptions

Either party may bring an action in a court of competent jurisdiction in East Baton Rouge Parish, Louisiana solely to (i) seek temporary or preliminary injunctive or other equitable relief to protect its intellectual property or Confidential Information, or (ii) collect undisputed amounts due. This Section 19(d) is available to both parties on equal terms and does not extend to the substance of any other dispute.

(e) Waiver of Class Proceedings

Disputes will be resolved on an individual basis. Neither party may bring a claim as a plaintiff or class member in a class, collective, or representative proceeding.

20. DISCLAIMERS

Except as expressly stated in this Agreement and Schedule 1, the Website and the Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Talos Title and its affiliates, licensors, and service providers disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, and warranties arising from course of dealing or usage of trade. Talos Title does not warrant that the Services will meet Customer's requirements, achieve intended results, be compatible with other software, operate uninterrupted or error-free, or be free of harmful code.

The Services do not constitute legal advice, a title opinion, a title commitment, or title insurance, and Talos Title is not acting as a title agent, title insurer, abstractor of record, or attorney for Customer. Customer is responsible for the professional judgment applied to, and the final content of, any title search, examination, commitment, or policy it produces.

Some jurisdictions do not allow certain exclusions, so some of these limitations may not apply.

21. LIMITATION OF LIABILITY

(a) Exclusion of Indirect Damages

Neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, or loss of goodwill, arising out of or relating to this Agreement, whether in contract, tort, or otherwise, even if advised of the possibility of such damages. This Section 21(a) does not limit amounts payable to a third party under an award, judgment, or settlement that a party is obligated to pay under Section 22.

(b) General Cap

Except as provided in Sections 21(c) and 21(d), each party's total aggregate liability arising out of or relating to this Agreement will not exceed the total fees paid or payable by Customer to Talos Title under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

(c) Enhanced Cap for Security, Confidentiality, and Indemnity Claims

For claims arising out of a Security Incident caused by Talos Title's breach of Schedule 1, out of Talos Title's breach of Section 9(b) or Section 9(c), or out of Talos Title's indemnification obligation under Section 22(b), Talos Title's total aggregate liability will not exceed two (2) times the total fees paid or payable by Customer under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

(d) Exclusions from the Caps

The limitations in Sections 21(b) and 21(c) do not apply to: Customer's indemnification obligations under Section 22(a); Customer's obligation to pay fees due; a party's gross negligence, willful misconduct, or fraud; or liability that cannot be limited under applicable law.

(e) Allocation of Risk

The parties acknowledge that the limitations in this Section 21 reflect an agreed allocation of risk and form an essential basis of the bargain, and that Talos Title's pricing reflects that allocation.

22. INDEMNIFICATION

(a) By Customer

Customer will defend, indemnify, and hold harmless Talos Title and its affiliates, officers, agents, and employees from and against any third-party claim, and any resulting loss, damage, liability, or expense including reasonable attorneys' fees, arising out of (i) Customer Content, (ii) Customer's breach of this Agreement, (iii) breach of Customer's representations and warranties, (iv) Customer's violation of third-party rights, or (v) Customer's submission of Non-Public Personal Information to the Services.

(b) By Talos Title

Talos Title will defend, indemnify, and hold harmless Customer and its affiliates, officers, agents, and employees from and against any third-party claim, and any resulting loss, damage, liability, or expense including reasonable attorneys' fees, alleging that the Services as provided by Talos Title and used in accordance with this Agreement infringe or misappropriate a United States patent, copyright, trademark, or trade secret. Talos Title has no obligation under this Section 22(b) to the extent a claim arises from Customer Content, from modification of the Services by anyone other than Talos Title, or from use of the Services in combination with items not supplied by Talos Title where the claim would have been avoided but for the combination.

If the Services become, or Talos Title reasonably believes they may become, the subject of an infringement claim, Talos Title may at its option procure the right for Customer to continue using the Services, modify or replace them so they are non-infringing while materially equivalent, or terminate the affected Services on notice with a pro-rata refund of prepaid fees.

(c) Procedure

The indemnified party will give the indemnifying party prompt written notice of the claim, sole control of the defense and settlement subject to the indemnified party's right to approve any settlement that imposes an obligation on it, and reasonable cooperation at the indemnifying party's expense.

23. CHANGES TO THESE TERMS

Talos Title may modify this Agreement from time to time. Talos Title will give Customer at least thirty (30) days' prior written notice of any modification that materially affects Customer's rights or obligations, by email to the account contact or by notice within the Services. Modifications take effect at the start of the next monthly renewal term following the notice period. If Customer objects to a material modification, Customer may terminate this Agreement without penalty by written notice before the modification takes effect, and Talos Title will refund any prepaid fees for the terminated period. Continued use after the effective date constitutes acceptance. Changes required by law or necessary to address an immediate security risk may take effect on shorter notice, with notice given as promptly as practicable. This Section 23 does not permit Talos Title to modify an executed addendum, which may be amended only by a writing signed by both parties.

24. NOTICES

Notices to Talos Title must be sent to customersupport@talostitle.com and, if mailed or delivered by courier, to:

Talos Title, LLC
Attn: Legal Notices
15376 Lake Crest View Drive
Baton Rouge, Louisiana 70810

Security notices to Talos Title should also be sent to security@talostitle.com. Notices to Customer will be sent to the email address on Customer's account or provided at the time of purchase, and to any additional notice contact Customer designates in writing. Notices are effective on receipt, or on the first business day after transmission for email sent without a delivery failure notification.

25. ELECTRONIC MEANS

By using the Services, Customer consents to electronic records, signatures, and communications and agrees that they satisfy any legal writing requirement. Customer waives any requirement for original signatures or non-electronic records.

26. UNITED STATES FEDERAL GOVERNMENT END USERS

For United States federal government users, the Services are "commercial items," "commercial computer software," and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 2.101 and 48 C.F.R. § 12.212, and are provided with only those rights granted to all other end users under this Agreement.

27. MISCELLANEOUS

This Agreement, including Schedule 1 and any executed addendum, is the entire agreement between the parties concerning the Services and supersedes all prior or contemporaneous agreements and understandings, including any previously separate SaaS sales and pricing agreement, which is merged into this Agreement. Failure to exercise a right is not a waiver of it. Talos Title may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets on notice to Customer; neither party may otherwise assign without the other's written consent, which will not be unreasonably withheld. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations. If any provision is unlawful or unenforceable, it is severable and the remainder continues in effect. No joint venture, partnership, employment, or agency relationship is created. This Agreement will not be construed against either party as drafter. If translated, the English version controls. Section headings are for convenience only.

28. ACKNOWLEDGEMENT AND ACCEPTANCE

By accessing or using the Services, clicking to accept, or signing below, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement, including Schedule 1 and the Pricing and Payment Terms and Service Levels set forth in it.

Execution — where a countersigned copy is required. Acceptance of this Agreement is effective on access to or use of the Services, or on clicking to accept. The block below is used only where a party requires a countersigned copy.

CUSTOMER

Signature: ________________________________________
Printed Name and Title: ________________________________________
Date: ____________________

TALOS TITLE, LLC

Signature: ________________________________________
Printed Name and Title: ________________________________________
Date: ____________________

SCHEDULE 1 TO THE TALOS TITLE TERMS AND CONDITIONS

Security and Data Processing Terms

This Schedule 1 forms part of the Agreement. Capitalized terms have the meanings given in the Agreement. Where this Schedule 1 conflicts with the body of the Agreement on a matter of security or data processing, this Schedule 1 controls.

1. ROLES AND CLASSIFICATION

Customer determines the purposes for which Customer Data is submitted to the Services. Talos Title processes Customer Data on Customer's behalf and in accordance with the Agreement. Talos Title classifies Customer Data as Restricted information under its internal information classification scheme, which is its most protective classification, and applies its strongest controls to it. Information is not treated as public merely because it originated from a public record.

2. INFORMATION SECURITY PROGRAM

Talos Title maintains a documented information security program with administrative, technical, and physical safeguards appropriate to the sensitivity of Customer Data and to the size and complexity of Talos Title's environment. The program is approved by Talos Title leadership, assigned to a designated owner, and reviewed at least annually and on material change. Talos Title will not materially reduce the protections described in this Schedule 1 during the term.

3. ENCRYPTION

Talos Title encrypts Customer Data in transit over public networks and at rest, in each case using industry-standard cryptographic protocols and algorithms, and manages cryptographic keys in a manner that restricts access to authorized personnel and services.

4. ACCESS CONTROL

Access to Customer Data and to production systems is authorized in advance, limited to the minimum necessary for the assigned role, individually attributable, and removed promptly when no longer required. Talos Title requires multi-factor authentication for access to production systems, administrative functions, and Customer Data where supported. Privileged access is limited to authorized personnel and reviewed periodically. Talos Title maintains controls designed to prevent cross-tenant access and to keep Customer Data logically separated from that of other customers.

5. PERSONNEL

Talos Title personnel with access to Customer Data are subject to written confidentiality obligations, must acknowledge Talos Title's information security policies before receiving access, and receive security awareness communications covering phishing, social engineering, credential compromise, data handling, and fraud patterns relevant to the title industry. Access is removed on separation or change of role.

6. SUBPROCESSORS

Talos Title may engage Subprocessors to provide the Services. Talos Title engages Subprocessors in the following categories: cloud hosting and infrastructure; artificial intelligence, large language model, and document-processing services; and payment processing.

Before engaging a Subprocessor that will process Customer Data, Talos Title evaluates its security, privacy, and operational risk in proportion to the sensitivity of the data and the criticality of the service, and enters into a written agreement imposing obligations of confidentiality, information protection, access restriction, incident notification, retention limits, and data return or deletion that are no less protective than those in this Schedule 1.

Talos Title will provide Customer with a current list of Subprocessors on written request, and will give Customer reasonable advance notice before adding a Subprocessor that will process Customer Data in a materially new way. Talos Title remains responsible for its Subprocessors' performance of the obligations in this Schedule 1.

7. ARTIFICIAL INTELLIGENCE AND MODEL TRAINING

Talos Title will not use Customer Data to train, fine-tune, or improve any model, and will not permit any Subprocessor to use Customer Data to train, fine-tune, or improve that Subprocessor's models or for that Subprocessor's independent product development, research, or benchmarking. This prohibition applies regardless of any internal Talos Title approval or any provider term that would otherwise permit such use.

Processing Traces held by a Subprocessor in connection with providing the Services must not be retained by that Subprocessor for more than thirty (30) days after processing. Talos Title configures its integrations to minimize the Customer Data transmitted to Subprocessors and to exclude credentials, access tokens, and unnecessary personal information where technically feasible.

8. DATA LOCATION

Talos Title stores and processes Customer Data in the United States, and will require its Subprocessors that process Customer Data to do the same. Talos Title will not transfer Customer Data outside the United States without Customer's prior written consent.

9. SECURITY INCIDENT NOTIFICATION

Talos Title will notify Customer of a Security Incident affecting Customer Data without undue delay and in any event no later than seventy-two (72) hours after Talos Title becomes aware of facts giving rise to a reasonable belief that a Security Incident has occurred. Talos Title will not delay notification pending final forensic confirmation. Where Customer has informed Talos Title in writing of a shorter regulatory or contractual deadline to which Customer is subject, Talos Title will use reasonable efforts to notify Customer in time for Customer to meet it.

The notification will include, to the extent then known and subject to update as facts develop: the nature and timing of the Security Incident; the categories and approximate volume of Customer Data involved; the likely consequences; the containment and remediation measures taken or planned; and a contact for further information. Talos Title will provide reasonable updates as material facts become known.

Talos Title will cooperate reasonably with Customer, and provide the information reasonably necessary, to enable Customer to meet its own legal, regulatory, and contractual notification obligations, including obligations Customer may owe to consumers, regulators, title underwriters, or supervisory authorities. Where Customer Data is involved, Customer determines whether and how to notify its own consumers, regulators, and other supervisory bodies unless law or a separate written agreement assigns that duty to Talos Title.

Notification of a Security Incident is not an acknowledgement of fault or liability. Talos Title will document the incident, preserve relevant evidence, and conduct a post-incident review of significant incidents to identify corrective actions.

Customer must report suspected security issues affecting the Services to security@talostitle.com.

10. RETENTION, RETURN, AND DELETION

During the term, Talos Title retains Customer Data as necessary to provide the Services. Talos Title limits the collection and retention of information to what is reasonably necessary for an approved purpose, and configures logs and analytics to exclude Customer Content, Processing Traces, credentials, and unnecessary personal information where technically feasible.

Processing Traces and intermediate Derived Processing Data are retained only as long as necessary to complete processing, provide support, investigate errors, or meet security requirements, and in no event more than thirty (30) days after processing, unless they form part of retained Customer Work Data or a Generated Deliverable.

On termination or expiration, Customer Content, Customer Work Data, and Generated Deliverables remain available for export for thirty (30) days as provided in Section 4(d) of the Agreement. After that period, Talos Title will securely delete active Customer Data, completing deletion within thirty (30) days after the end of the export period, and will provide written confirmation of deletion on Customer's written request.

Customer acknowledges the following residual retention, which applies to all customers and is limited to what the identified purpose requires:

  • Database backups containing Customer Data expire within ninety (90) days of creation. Talos Title does not rewrite historical backups to remove individual records. Backups are protected against unauthorized access and are restored only for an authorized recovery, investigation, testing, or legal purpose, and applicable deletions are reapplied on restoration.
  • Security, audit, and system logs expire on their approved retention lifecycle and are not selectively rewritten when a customer or user is removed. Logs are configured to exclude Customer Content where technically feasible.
  • Usage Data may be retained for up to two (2) years after termination as provided in Section 9(d) of the Agreement. Usage Recordings are deleted within ninety (90) days of collection.
  • Billing, financial, tax, contractual, and audit records may be retained for the periods necessary to support accounting, audits, dispute resolution, and legal requirements, and for executed agreements for the term of the agreement plus six (6) years. Where the underlying Customer Content is not required for those purposes, retained records are limited to metadata, obfuscated identifiers, and transaction information.

11. RESILIENCE, BACKUP, AND RECOVERY

Talos Title maintains backups or equivalent recovery capabilities for the systems and data supporting the Services, protects them against unauthorized access and accidental or malicious deletion, and periodically validates that they can be used to restore data or services. Talos Title maintains a business continuity and disaster recovery plan, or equivalent documented recovery expectations, covering critical systems, key dependencies, recovery expectations, and communication responsibilities, and reviews it at least annually.

12. SECURE DEVELOPMENT AND VULNERABILITY MANAGEMENT

Talos Title manages changes to production systems through a documented change management process, reviews changes that could materially affect security, availability, Customer Data, tenant separation, authentication, authorization, logging, or encryption before deployment, and maintains a rollback or remediation approach proportionate to the risk of the change.

Talos Title identifies vulnerabilities through internal review, automated tooling, dependency review, cloud configuration review, application security testing, penetration testing, and vendor and customer reports, and prioritizes remediation based on severity, exploitability, exposure, data sensitivity, and customer impact. Actively exploited vulnerabilities are addressed with urgency.

13. ASSURANCE AND CUSTOMER DILIGENCE

On Customer's written request, and not more than once in any twelve (12) month period unless a Security Incident has occurred or applicable law requires otherwise, Talos Title will: complete a reasonable security questionnaire; provide a summary of its most recent third-party penetration test, if one has been performed within the preceding twenty-four (24) months; and provide a copy of any then-current third-party security attestation or audit report it holds. Materials provided under this Section 13 are Talos Title Confidential Information.

Talos Title does not represent that it currently holds a SOC 2 or equivalent attestation except as stated in a report actually provided to Customer. Where Talos Title obtains such an attestation, it will make the report available to Customer on request and under confidentiality obligations.

14. LEGAL HOLD

Talos Title will preserve Customer Data subject to litigation, an investigation, a subpoena, a regulatory inquiry, or another legal preservation obligation, and will suspend routine deletion for that information until the obligation is released. Where legally permitted, Talos Title will notify Customer if a legal hold affects Customer Data that would otherwise have been deleted.

15. CHANGES TO THIS SCHEDULE

Talos Title may update this Schedule 1 to reflect improvements in its security program or changes in law, provided that no update will materially reduce the protections afforded to Customer Data during the term. Material changes are subject to the notice requirements of Section 23 of the Agreement.