Broad Table, Inc. Terms & Conditions

Introduction and Overview

Broad Table, Inc. (“Broad Table,” “Company,” “we,” “us,” or “our”) provides software products, applications, modules, websites, APIs, interfaces, documentation, services, and related functionality marketed under the Closivo brand through getclosivo.com and related properties (collectively, the “Closivo Platform” or the “Platform”). The Closivo brand is a branded family of software applications and related services that may include one or more current or future products, each of which may address distinct workflows, industries, or functionality and may be offered under the Closivo name alone or under a separate product name, descriptor, or sub-brand.

The first application currently offered under the Closivo brand is a real estate commission management and financial workflow application designed to help real estate brokerages manage transaction-based commission and back-office operations, payout workflows, automation, and synchronization with accounting systems such as Xero (the “Real Estate Commission Application”). Broad Table may now or in the future offer additional Closivo-branded applications, features, modules, services, or tools for other use cases, verticals, or workflow categories (collectively, together with the Real Estate Commission Application, the “Closivo Services”).

These Section A Terms, together with the subsequent section Product Specific Terms applicable to the specific Closivo Service you access or use, any order form or other written agreement accepted by Broad Table, and any additional terms expressly incorporated into the applicable signup or ordering process, including pricing pages for the plan you select (collectively, “Additional Terms”), form a binding agreement between you and Broad Table (the “Agreement”). Our Privacy Policy describes how Broad Table processes personal information. The Privacy Policy is not part of this Agreement and does not create contractual warranties, obligations, or remedies, except to the extent expressly required by applicable law. The Data Processing Addendum is incorporated as provided below. Marketing descriptions, help-center content, and roadmap statements do not form part of the Agreement.

If you are an individual accessing or using the Platform on behalf of a company, or other legal entity, then “you” means both you and that entity, and you represent and warrant that you have authority to bind that entity to this Agreement.

Each section begins with a brief italicized annotation intended only to help you navigate the Agreement. Those annotations do not fully summarize the Agreement, and you should read each section carefully. We have also bolded certain provisions that affect important legal rights. Section A applies generally to the Closivo brand, Platform, and all Closivo Services. Section B contains product-specific terms that apply only to the specific Closivo Service you use and will control in the event of a direct conflict.

Agreement to These Terms

You need to agree to these terms to use any Platform service.

By creating an account, accessing, or using the Platform or any Closivo Service, you acknowledge and agree:

• to this Agreement, including all subsequent section terms applicable to the specific Closivo Service you access or use;
• that you are at least eighteen (18) years old and capable of forming a binding contract;
• that any registration, billing, identity, tax, and account information you provide is accurate, current, and complete;
• that you will use the Platform only for lawful business purposes and only in the United States, except for incidental access by you or your authorized users while temporarily traveling outside the United States;
• that neither you, nor any person or entity on whose behalf you use the Platform, is prohibited from using the Platform under United States law, including applicable sanctions, export control, and trade restriction laws;
• that, except as expressly permitted in writing by Broad Table, you will not access or use the Platform outside the scope of the limited rights granted in this Agreement;
• that the Platform is offered solely for commercial use by businesses and professionals and is not offered or intended for personal, family, or household use;
• that you access and use the Platform in the course of your trade, business, or profession, and not for personal, family, or household purposes, and, if you are a licensed real estate professional, that you do so in connection with your licensed business activity;
• that different Closivo Services may have different features, workflows, users, pricing, limitations, data practices, and product-specific rules;
• that your use of one Closivo Service does not automatically entitle you to use any other Closivo Service unless expressly permitted by us; and
• that Broad Table may add, modify, rebrand, bundle, separate, suspend, or discontinue any Closivo Service, including through separate product names, descriptors, or sub-brands, at any time.

These Terms bind each person who accepts them, in each capacity in which that person acts. If you accept these Terms on behalf of a subscribing brokerage or other business customer, you accept them for that entity and represent that you have authority to bind it, and that entity is the Account Owner. If you access or use the Platform as an authorized user of a workspace that another person owns, you accept these Terms in your individual capacity as to your own access and use, and you are personally bound by the sections addressing permitted and prohibited use, confidentiality, disclaimers, limitation of liability, and Disputes, including the class action waiver, jury trial waiver, and time limit for claims. Obligations expressly applicable to an Account Owner, including payment obligations, indemnity obligations, and responsibility for workspace configuration and user management, apply only to the Account Owner.

Your Personal Information

You should understand how personal information is handled and only provide information you are authorized to share.

You agree that Broad Table may collect, use, disclose, store, and otherwise process personal information in accordance with our Privacy Policy, as updated from time to time. If you provide personal information relating to any other person, including agents, brokers, third-party payees, title companies, attorneys, vendors, or customers, you represent and warrant that you have provided any required notices and obtained any required permissions, authorizations, or consents to allow us to process that information in connection with the Platform.

Order of Precedence; Additional Terms

Product-specific terms, signed order forms, and data processing terms may control over these master terms in limited circumstances.

If there is a conflict among documents, the following order applies, but only for the specific Closivo Service, account, workspace, subscription period, feature, data, or transaction to which the conflicting term relates: (1) a written amendment that specifically identifies the provision of this Agreement it modifies and is signed by a Broad Table Officer; (1A) a data processing addendum or business associate agreement signed by a Broad Table Officer, solely with respect to processing obligations for Customer Personal Data or protected health information respectively; (1B) an Enterprise Addendum signed by a Broad Table Officer, solely with respect to the provisions it expressly modifies; (1C) an order form, statement of work, or similar ordering document, solely with respect to the identified Closivo Service, subscription term, quantities, and fees; (2) the Broad Table Data Processing Addendum then posted for the Platform, whether or not separately signed, solely with respect to Broad Table’s obligations as a processor, service provider, or contractor in processing Customer Personal Data on Customer’s behalf; (3) the Product Specific Terms applicable to the Closivo Service; (4) these Section A Master Terms; (5) other Additional Terms, product notices, pricing pages, and in-product disclosures; and (6) product documentation. Provisions such as intellectual property indemnification, elevated or supplemental liability limits, service level commitments, expanded audit or assessment rights, expanded subprocessor notice and objection procedures beyond those stated in the Data Processing Addendum, insurance evidence, and fixed deletion timelines are not included in these Terms and apply only if set out in a Broad Table Enterprise Addendum or other agreement signed by a Broad Table Officer. No order form, statement of work, proposal, purchase order, vendor form, procurement document, email, or other document modifies any warranty, indemnity, liability limitation, intellectual property, data use, security, audit, dispute resolution, or governing law provision of this Agreement unless it expressly identifies the provision being modified, expressly states that it overrides that provision, and is signed by a Broad Table Officer, or unless a written agreement signed by a Broad Table Officer expressly states that it supersedes or replaces this Agreement in whole or in part, in which case that agreement controls as to the matters it addresses. A "Broad Table Officer" means Broad Table's Chief Executive Officer, President, Chief Financial Officer, or General Counsel, or another individual Broad Table has designated in writing for this purpose. No other employee, contractor, reseller, or representative of Broad Table has authority to modify this Agreement. Online help materials, marketing descriptions, and roadmap statements are not part of the Agreement and are not included in this order of precedence.

Our Privacy Policy controls for public-facing privacy disclosures. The Data Processing Addendum controls for processor, service-provider, and contractor obligations to the extent of a direct conflict, as provided in item (2) above. A description of product functionality, a supported data type, or an available feature in the Product Specific Terms is not a conflict with the Data Processing Addendum.

No purchase order, vendor onboarding form, procurement portal term, invoice note, click-through term, or other customer-supplied document will modify this Agreement or add obligations on Broad Table unless expressly signed by a Broad Table Officer and specifically states that it amends this Agreement. Any such terms are rejected and void.

Changes

We may update the Agreement or the Platform over time.

We may revise this Agreement, the Platform, pricing, features, or any Additional Terms at any time. If we make a material change, we may provide notice by posting an updated version on the Platform, sending you an email, displaying an in-product notice, or using another reasonable method. A change that is both material and adverse to you will take effect no earlier than thirty (30) days after we send notice by email or display an in-product notice, except that a change required by law, regulation, a payment processor or other vendor, security needs, or fraud prevention, and any nonmaterial clarification, may take effect when posted. Price changes take effect as described in the “Payment and Cancellations” section. Notwithstanding anything to the contrary, an amendment to the "Disputes" section does not apply to any Claim that accrued, or of which either party had notice, before the effective date of that amendment, and the version of the "Disputes" section in effect at that time governs that Claim. Your continued use of the Platform after the effective date of a change constitutes your acceptance of the revised terms. If you do not agree to a revision, you must stop using the Platform.

We may modify, remove, replace, suspend, or discontinue any feature, integration, Third-Party Service connection, workflow, AI capability, support channel, add-on, or Beta Feature at any time, with or without notice. We may suspend or terminate immediately where required for legal, security, sanctions, fraud prevention, vendor, or payment processor reasons. A non-emergency termination for convenience of an entire paid Closivo Service is subject to the notice described in the "Suspension and Termination" section. Except for the pro-rata refund described in the “Payment and Cancellations” section, we will not be liable to you or any third party for doing so.

Your Rights to Use the Platform

We grant limited rights across the Closivo brand family only as authorized by us. We grant you limited rights to use the Platform, and we keep all other rights.

Subject to your compliance with this Agreement and payment of all fees when due, Broad Table grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable right to access and use only those Closivo Services, modules, features, or applications that we make available to you under your subscription, order form, account configuration, or written authorization, solely for your internal lawful business purposes during the applicable subscription term.

Access rights, entitlements, data structures, and features may differ among Closivo Services. Availability of one Closivo Service, or access to one Closivo-branded application, does not create any right to access another Closivo Service, application, beta feature, or sub-branded offering.

Except for the limited rights expressly granted, Broad Table and its licensors retain all right, title, and interest in and to the Platform, including all software, source and object code, user interfaces, designs, workflows, documentation, functionality, APIs, models, algorithms, methods, improvements, derivative works, know-how, and all intellectual property rights therein. No rights are granted by implication, estoppel, or otherwise.

Beta Features

Beta, preview, trial, experimental, and roadmap features are optional and provided on an as-is basis.

We may make available features, tools, forecasts, automation, analytics, or integrations identified as beta, preview, pilot, early access, trial, or similar (“Beta Features”). Beta Features may be incomplete, changed, interrupted, or withdrawn at any time. Beta Features are provided “AS IS,” “WITH ALL FAULTS,” and without any warranty, indemnity, support commitment, service level commitment, or availability assurance of any kind.

Account

You are responsible for accurate account information and for securing your account.

You may need to register for an account to use the Platform. You must maintain accurate account information and promptly update it if it changes. You are responsible for maintaining the confidentiality and security of your usernames, passwords, authentication credentials, devices, and connected systems.

You are responsible for all activity that occurs under your account, whether or not authorized by you, except to the extent the activity results directly from Broad Table’s breach of this Agreement, gross negligence, or willful misconduct. Any resulting liability of Broad Table remains subject to the "Limitation of Liability" section. You must notify us promptly at legal@broadtable.co if you believe your account, credentials, or any connected system has been compromised.

Account Owners, Administrators, and Authorized Users

Business customers control their workspaces and are responsible for their users and configurations.

A subscribing business customer, broker, brokerage, employer, or other account owner is responsible for identifying and managing its authorized users, administrators, roles, permissions, approval workflows, configurations, connected systems, and internal controls. Broad Table may rely on instructions, approvals, submissions, credentials, configurations, permissions, and actions that appear to come from an Account Owner, administrator, or authorized user.

You are responsible for ensuring that only authorized users access the Platform, that user permissions are appropriate, and that access is promptly removed when a user’s role changes or ends. Broad Table is not responsible for losses arising from your failure to manage access, approval rights, connected accounts, credentials, internal review, segregation of duties, or user permissions.

Individuals who do not create accounts. Some individuals may participate in your workspace without creating a user account, including by submitting documents or information to your workspace by email or by having their information submitted by you or your authorized users. You represent and warrant that you have the authority to submit, and to permit the submission of, those individuals' personal information to the Platform; that you have provided all notices and obtained all consents, authorizations, and permissions required under applicable law for that information to be submitted to and processed by Broad Table for the purposes described in this Agreement and the Privacy Policy; and that you have informed those individuals that their information is maintained in a third-party software platform. You are responsible for responding to any request, inquiry, complaint, or objection from those individuals concerning their information, and Broad Table may direct any such person to you.

Direct relationship with users. Each individual who accepts these Terms does so in their own capacity as described in the "Agreement to These Terms" section, and Broad Table has a direct relationship with that individual with respect to their own user account, credentials, profile information, choices, and communications with Broad Table. Broad Table may communicate directly with your authorized users regarding their accounts, the Platform, and other Closivo Services, and may offer, market, and sell Closivo Services, features, and tiers directly to them for their own use, subject to the Privacy Policy and to the choices Broad Table makes available to them. You acknowledge this and agree that it is not a breach of this Agreement or of the Data Processing Addendum.

Broad Table's marketing communications to an individual are based on information that individual provides directly to Broad Table and on the choices that individual makes, and not on Customer Data that you submit. Broad Table will not use Customer Data that you or your authorized users submit to send marketing communications to an individual who has not created a user account or otherwise interacted directly with Broad Table.

If you access the Platform on behalf of an entity but lack authority to bind that entity, you may not use the Platform and you are personally responsible for your use, representations, and obligations to the maximum extent permitted by law.

Customer Security Responsibilities and Restricted Data

You must use reasonable security practices and should not submit regulated data unless we expressly support it.

You are responsible for maintaining appropriate administrative, technical, and organizational safeguards for your own systems, devices, credentials, users, networks, connected accounts, exports, downloads, and Customer Data before it is submitted to or after it is exported from the Platform. You are responsible for using available security features, reviewing access logs and user permissions where available, and maintaining independent backups or exports of Customer Data and other information needed for your business records, accounting, tax, and regulatory retention obligations. You should not treat the Platform as your only copy or permanent archive of that information.

Unless Broad Table expressly agrees in a signed written agreement or the applicable Closivo Service expressly supports the data type, you may not submit to the Platform: protected health information subject to HIPAA; full payment card numbers or cardholder data subject to PCI DSS; consumer reports or information used to determine consumer credit, employment, insurance, or tenant eligibility; children’s personal information; biometric identifiers used for identification; precise geolocation data unrelated to the business workflow; government identifiers other than SSNs or EINs submitted through supported identity or tax workflows; export-controlled technical data; information subject to heightened regulatory requirements such as GLBA, FERPA, CJIS, ITAR, or similar regimes; or any data that Broad Table has told you not to submit. You are solely responsible for any restricted data submitted in violation of this Agreement.

Transaction documents. Documents relating to a real estate transaction may contain information that the applicable Closivo Service does not require and is not designed to identify, index as a dedicated field, or use, even though automated document processing may process the content of a submitted document as described in the Privacy Policy. You should limit what you and your authorized senders submit to the information the applicable Closivo Service requires. Broad Table may, without obligation, disregard, redact, or delete information within a submitted document that the applicable Closivo Service does not require. You remain responsible for the content of all documents and data submitted to the Platform on your behalf, and Broad Table has no duty to review or classify that content, as described in the "No Duty to Monitor or Detect" section.

Permitted commission and settlement information. The contractual restriction above on submitting information subject to GLBA does not prohibit you from submitting commission, settlement, closing, disbursement, and transaction information, or documents containing that information such as closing disclosures, settlement statements, and disbursement authorizations, in the ordinary operation of the applicable Closivo Service. This applies regardless of the source from which you received the information or document, including where it is submitted by you, your agents, your administrators or personnel, a title company, settlement agent, escrow agent, or closing attorney, or through your connected systems. Broad Table will treat any nonpublic personal information contained in that information as Confidential Information and will process it in accordance with this Agreement, the Privacy Policy, and the Data Processing Addendum. You remain responsible for confirming that your receipt of that information, and your disclosure of it to Broad Table, is permitted under GLBA and its implementing regulations and under any agreement with the disclosing party, and for limiting what you submit to the information the applicable Closivo Service requires.

Information contained within a document permitted under this paragraph, including Social Security numbers, taxpayer identification numbers, and financial account information appearing within a closing disclosure, settlement statement, or disbursement authorization, does not violate the restricted-data provisions of this Agreement solely because the document contains it. You remain responsible for limiting what you submit to the information the applicable Closivo Service requires, and for not placing such information in free-text fields, notes, or other locations the applicable Closivo Service does not provide for that purpose.

Payment and Cancellations

Subscriptions may apply at the brand, product, workspace, or application level. Paid subscriptions renew automatically, must be paid on time, and are non-refundable.

Closivo Services may be offered on a subscription, usage-based, seat-based, workspace-based, application-based, or other pricing model as identified in your signup flow, pricing page, order form, invoice, or account settings. Different Closivo Services may have different fees, billing cycles, included functionality, usage limits, and renewal structures. Unless otherwise expressly stated by Broad Table in writing, subscriptions automatically renew for the applicable billing period.

Broad Table may implement reasonable technical, storage, processing, and object-creation constraints. These measures are designed to mitigate risk, protect the availability of the Platform, and ensure that your use remains consistent with the intended workflows and commercial operation of the Closivo Services.

You authorize us and our third-party payment processor to charge your designated payment method for all subscription fees, taxes, and other amounts due under the Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THE NEXT PARAGRAPH, ALL FEES PAID ARE NON-REFUNDABLE, AND WE DO NOT PROVIDE PRORATED REFUNDS OR CREDITS FOR PARTIAL BILLING PERIODS, DOWNGRADES, UNUSED TIME, OR ACCOUNTS SUSPENDED OR TERMINATED FOR YOUR BREACH OR NONPAYMENT.

Separate payment processor fees may apply and are your responsibility to the extent imposed in connection with your account. If payment is not received when due, we may provide a fourteen (14) day grace period and then suspend your account or access to the Platform without further notice. Suspension does not waive your payment obligations.

As the sole exception to the preceding paragraph, if Broad Table permanently discontinues a Closivo Service for which you have prepaid without making a materially equivalent replacement available to you, or terminates your subscription for convenience rather than for your breach, nonpayment, or any other ground described in the “Suspension and Termination” section, Broad Table will refund the prepaid, unused portion of your fees for that Closivo Service on a pro-rata basis measured from the effective date of the discontinuation or termination. That refund is your sole and exclusive remedy for the discontinuation or termination. This paragraph does not apply to Beta Features, free tiers, trials, or any feature or add-on provided at no charge. You agree that proration based on time is an acceptable method, even if usage methods might result in a different outcome.

The modification, removal, replacement, suspension, or discontinuation of an individual feature, integration, Third-Party Service, workflow, AI capability, support channel, or add-on is not a discontinuation of a Closivo Service, and does not entitle you to any refund or credit, so long as the affected subscription remains materially usable for its primary stated purpose.

We may change pricing at any time by giving notice through the Platform, by email, or by another reasonable method. Unless otherwise stated, a price change will take effect at the start of your next renewal term. If you cancel, your cancellation will take effect at the end of the current paid term unless we state otherwise. You remain responsible for all fees incurred through the effective date of cancellation or termination.

We may use lawful collection methods, including collection agencies and legal process, to recover overdue amounts. To the extent permitted by law, you agree to reimburse our reasonable costs of collection, including attorneys’ fees and costs incurred before suit is filed, collection agency fees, and fees and costs incurred at trial, on appeal, in enforcing a judgment, and in any insolvency or bankruptcy proceeding. Overdue amounts accrue interest from the due date at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. All amounts are payable without setoff, deduction, recoupment, withholding, or counterclaim, except to the extent applicable law requires otherwise.

Broad Table may bill separately for different Closivo Services, applications, modules, workspaces, tiers, AI features, or add-ons. Suspension, cancellation, or termination of one Closivo Service does not automatically suspend, cancel, or terminate any other Closivo Service unless expressly stated by us.

Taxes; Chargebacks; Payment Processor

You are responsible for taxes, payment disputes, and processor requirements.

Fees are exclusive of taxes unless expressly stated otherwise. You are responsible for all sales, use, value-added, withholding, excise, gross receipts, and similar taxes, duties, levies, and governmental assessments associated with your subscription or use of the Platform, other than taxes based on Broad Table’s net income. If we are required to collect or remit taxes, we may charge them to your payment method or invoice them to you.

You must notify us in writing of any good-faith billing dispute within thirty (30) days after the relevant charge or invoice. You waive disputes not raised within that period to the maximum extent permitted by law. Chargebacks, payment reversals, failed payments, or cancellation of payment authorization may be treated as nonpayment and may result in suspension or termination. Payment processing is performed by third-party payment processors, and you authorize us and them to validate, store, update, and charge your payment method as permitted by law and processor rules.

Feedback

If you send us suggestions, we may use them without restriction or compensation.

If you provide comments, ideas, enhancement requests, test results, recommendations, or other feedback about the Platform (“Feedback”), you grant Broad Table a perpetual, irrevocable, worldwide, transferable, sublicensable, fully paid, royalty-free right to use, reproduce, modify, distribute, commercialize, and otherwise exploit that Feedback for any lawful purpose without restriction or obligation to you.

Connected Accounts and Third-Party Services

Some Platform functionality depends on third-party services, and their terms may also apply.

The Platform may interoperate with third-party services, applications, platforms, data sources, or websites that you or your organization elect to connect, authorize, or use with the Platform, including accounting systems such as Xero, banking or payment services you contract for directly, and other integrations you enable ("Third-Party Services"). Third-Party Services do not include vendors that Broad Table engages to provide the Platform, such as hosting, infrastructure, authentication, logging, analytics, communications, support, or AI providers; those vendors are addressed in the Privacy Policy and, where they process Customer Personal Data, in the Data Processing Addendum. By enabling, connecting, authorizing, or using a Third-Party Service with the Platform, you direct and authorize us to access, retrieve, store, use, display, transmit, and exchange Customer Data and other information with that Third-Party Service according to your instructions and the functionality of the Platform.

Your use of Third-Party Services is subject to the terms, conditions, privacy policies, and fees of those third parties. Broad Table does not own or control Third-Party Services and is not responsible for their acts, omissions, availability, data practices, security, accuracy, performance, fees, outages, delays, data loss, or changes. We may disable or remove integrations at any time.

No Funds Custody, Money Transmission, or Payment Control

Closivo may support workflows involving invoices, bills, payout records, or third-party payment instructions, but Broad Table does not custody funds.

Unless expressly stated in a separate written agreement signed by Broad Table, Broad Table does not hold, custody, receive, transmit, escrow, control, or take title to customer, brokerage, agent, payee, client, trust, settlement, commission, or transaction funds. The Platform may allow you to create records, prepare files, initiate instructions, or connect to third-party payment, accounting, or banking systems, but funds move through third-party providers and accounts designated by you or your organization. You are solely responsible for confirming payment instructions, payee information, approval authority, funds availability, trust-account requirements, escrow requirements, payment release conditions, and compliance with money transmission, banking, payment, escrow, brokerage, trust-account, and related laws.

Content and Data

You keep your rights in your data, but you give us broad rights needed to operate, secure, and improve the Platform.

As between you and Broad Table, and subject to the rights granted in this Agreement, you retain your rights in the data, records, files, configurations, documents, prompts, instructions, contacts, transactions, workflows, and other materials submitted to, stored in, processed by, retrieved by, or synchronized through the Platform or any Closivo Service by you or on your behalf ("Customer Data"). Customer Data does not include technical, telemetry, usage, diagnostic, performance, security, integration, or service administration information generated through operation of the Platform, or information an individual provides directly to Broad Table to establish or maintain a user account, accept terms, communicate with Broad Table, manage billing, or exercise a choice Broad Table makes available. Broad Table may use that information to operate, secure, monitor, support, analyze, and improve the Platform, subject to the Privacy Policy and applicable law.

You acknowledge and agree that:

• different Closivo Services may collect, structure, process, display, transform, or synchronize Customer Data differently;
• Customer Data may be used across multiple Closivo Services only where you or your organization have enabled the functionality, your account configuration provides for it, or the use is reasonably necessary to deliver a Closivo Service to which you subscribe;
• Broad Table may create shared infrastructure, data models, automation layers, user identity systems, analytics, and service administration systems across the Closivo brand and Closivo Services; and
• Customer Data may be made interoperable across current or future Closivo Services on the same basis, subject to your configuration, permissions, and applicable law. Broad Table will not move Customer Data into a Closivo Service you have not subscribed to or enabled.

You grant Broad Table and its affiliates, contractors, subprocessors, and service providers a worldwide, royalty-free, non-exclusive right to host, store, copy, process, retrieve, access, transmit, display, perform, reproduce, reformat, adapt, translate, modify, create derivative works from, disclose, and otherwise use Customer Data as reasonably necessary to:

• provide, maintain, support, and secure the Platform;
• perform synchronization, reconciliation, classification, routing, mapping, validation, queueing, logging, analytics, troubleshooting, testing, and error correction;
• monitor usage, prevent fraud and abuse, and enforce this Agreement;
• develop, improve, test, secure, and maintain Broad Table’s internal automation, reconciliation, quality assurance, fraud detection, security, analytics, forecasting, and machine learning systems, subject to the limits in the “Limits on training and cross-customer use” paragraph below;
• create de-identified, anonymized, and aggregated data sets, benchmarks, usage statistics, and operational insights, subject to the limits in the “Limits on training and cross-customer use” paragraph below; and
• comply with law, legal process, and our contractual obligations.

This license continues for so long as we retain the relevant Customer Data under this Agreement, our Privacy Policy, or applicable law. The rights granted with respect to de-identified, anonymized, and aggregated data, and all derivatives thereof, and with respect to any improvement, learning, model, or system developed in accordance with this section, are perpetual and irrevocable, survive expiration or termination of this Agreement and deletion of the underlying Customer Data, and are not affected by any deletion direction under the Data Processing Addendum. De-identified, anonymized, and aggregated data, and all derivatives thereof, are not Customer Data as between the parties and are owned exclusively by Broad Table. Broad Table may use such data for any lawful business purpose, subject to the limits in the "Limits on training and cross-customer use" paragraph below.

Use of identifiable data. Broad Table may process Customer Data that identifies you, an individual, a transaction, a commission arrangement, a payout, a payee, or a counterparty only to provide, maintain, secure, support, troubleshoot, administer, and evaluate the Closivo Services for the account that supplied it, and to detect, investigate, and prevent security incidents, fraud, and abuse. Broad Table may apply a signal or indicator derived from that activity to protect other customers and the Platform, but will not disclose the underlying identifiable data to another customer.

Limits on training and cross-customer use. Broad Table will not use identifiable Customer Data to train or improve any model, system, benchmark, or dataset whose learnings are applied for other customers. Cross-customer product improvement, analytics, benchmarking, and model development use only de-identified or aggregated data. Broad Table will apply commercially reasonable measures designed to prevent de-identified or aggregated outputs from being attributable to a particular customer, will not attempt to re-identify that data, and will not provide it to any third party for the purpose of re-identification. Broad Table will not sell Customer Data. Where Broad Table processes Customer Personal Data on your behalf, the Data Processing Addendum governs and controls over this section to the extent of any conflict.

You represent and warrant that you have all rights necessary to submit Customer Data to the Platform and to grant the rights in this section, and that Customer Data and your use of the Platform will not violate any law, third-party right, or agreement.

Confidentiality

Each party may receive confidential business information and must protect it appropriately.

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential based on its nature or the circumstances of disclosure, including non-public product plans, pricing, security information, credentials, technical information, business information, Customer Data, and this Agreement's non-public terms. Broad Table's confidentiality obligations with respect to Customer Data run to the Account Owner for the applicable workspace, and not separately to each authorized user, without limiting any statutory privacy right an individual may have. Confidential Information does not include information that the receiving party can show: (a) is or becomes public without breach of this Agreement; (b) was lawfully known to the receiving party without confidentiality restrictions before receipt; (c) is lawfully received from a third party without confidentiality restrictions; or (d) is independently developed without use of the disclosing party’s Confidential Information.

The receiving party may use Confidential Information only to perform or exercise rights under this Agreement and must protect it using at least reasonable care. The receiving party may disclose Confidential Information to its employees, contractors, service providers, professional advisors, affiliates, and representatives who need to know it and are bound by confidentiality obligations at least as protective as those in this Agreement. The receiving party may also disclose Confidential Information to comply with law or legal process, provided that, where legally permitted, it gives reasonable notice and cooperates with efforts to seek confidential treatment.

Data Protection and Customer Privacy Compliance

Customers remain responsible for the data they submit, and Broad Table may process that data as needed to provide and improve the Platform.

For Customer Data that includes personal information, personal data, or similar regulated information, you are responsible for determining the purposes and means of collection and use unless Broad Table independently determines a purpose for its own business operations as described in the Privacy Policy. You are responsible for providing all required notices, obtaining all required consents and authorizations, honoring applicable privacy rights where you control the data, and ensuring that your submission, configuration, synchronization, and use of Customer Data complies with applicable law and your own contracts, policies, and industry rules.

Broad Table may process Customer Data as described in this Agreement, the Privacy Policy, any applicable data processing addendum, and applicable law, including to provide, maintain, secure, support, troubleshoot, analyze, develop, improve, and protect the Platform and current or future Closivo Services. If a privacy law requires controller/processor, business/service-provider, or similar contractual terms, then this Agreement and any applicable data processing addendum are intended to provide those terms to the extent applicable. If Broad Table offers or signs a separate data processing addendum, that addendum controls over this section solely for the processing activities it covers.

AI Features and Output

AI features may exist across multiple Closivo Services and sub-branded offerings. AI and automation can be useful, but they can also be incorrect, incomplete, or inappropriate.

The Platform may include automated and AI-enabled features made available within one or more Closivo Services, whether under the Closivo name alone or under a product-specific name or sub-brand. Such features may include data normalization, field mapping, reconciliation, forecasting, summarization, anomaly detection, routing, recommendations, workflow automation, predictive insights, or other outputs (“AI Features”). AI Features may vary by Closivo Service, subscription tier, or product line, and Broad Table may deploy common AI systems or infrastructure across multiple Closivo Services. AI Features may use automated processing, probabilistic methods, and, in some cases, human review for quality assurance, support, safety, or troubleshooting.

You acknowledge that AI Features may be trained, tuned, evaluated, improved, or supported using data, signals, logs, feedback, de-identified data, and operational learnings derived across the Closivo brand family, subject to applicable law, our Privacy Policy, and any separate written restrictions we expressly agree to.

You acknowledge and agree that:

• AI Features may produce inaccurate, incomplete, outdated, or misleading results;
• outputs generated by AI Features are suggestions or operational tools only and are not guaranteed to be correct;
• you are solely responsible for reviewing, validating, approving, and relying on any input, output, mapping, recommendation, forecast, status, invoice, bill, or reconciliation result before using it for accounting, payment, tax, payroll, brokerage, legal, or compliance purposes;
• Broad Table is not responsible for losses caused by your reliance on AI Features without independent review; and
• where we make advanced generative AI capabilities available, we may use third-party AI subprocessors under enterprise or comparable terms designed to restrict the use of submitted business data for training generally available base models, but we do not guarantee uninterrupted availability, identical outputs, or that third-party provider terms will never change.

As between you and Broad Table, Broad Table owns the AI Features, models, systems, prompts, orchestration, workflows, and all improvements thereto. To the extent an output incorporates your Customer Data, you may use, reproduce, transmit, disclose, and distribute that output for your internal business operations and to your authorized users, counterparties, payees, service providers, professional advisors, title and settlement parties, and connected systems, in each case in connection with your permitted use of the Platform and subject to this Agreement.

No Duty to Monitor or Detect

We do not police your data, your instructions, or your transactions.

Except for Broad Table’s express obligations regarding a confirmed security incident and any obligation that cannot lawfully be disclaimed, Broad Table has no duty to monitor, detect, investigate, verify, prevent, or report errors, omissions, irregularities, duplicate or unauthorized instructions, commission disputes, payee fraud, fraudulent or mistaken payment requests, misuse, or unlawful activity contained in or arising from Customer Data, your instructions, your systems, connected systems, or transactions processed through or recorded in the Platform. Broad Table also has no duty to review, scan, inspect, classify, or identify regulated, restricted, or sensitive information contained within Customer Data or within any document submitted to the Platform, and no duty to notify you that such information is present.

Broad Table may operate automated checks, security monitoring, and fraud-prevention measures for its own purposes and for the protection of the Platform and its customers generally. Any such measure, and any flag, alert, warning, review, or intervention Broad Table elects to perform, is discretionary, does not create a duty to continue it, does not constitute a representation that Customer Data or any transaction is accurate, authorized, or lawful, and does not relieve you of your own review and approval obligations.

Prohibited Uses

You must use the Platform lawfully and responsibly.

You may not, and may not permit any other person to, use the Platform to:

• violate any law, regulation, court order, industry rule, or third-party right;
• submit false, misleading, fraudulent, or unauthorized data or payment-related instructions;
• engage in conduct that is deceptive, defamatory, abusive, harassing, obscene, infringing, or otherwise objectionable;
• upload, transmit, or introduce malware, viruses, Trojan horses, worms, time bombs, or other harmful code;
• interfere with, disrupt, damage, disable, overburden, or impair the Platform or any connected system;
• attempt to gain unauthorized access to the Platform, other accounts, or any system or network;
• reverse engineer, decompile, disassemble, decode, copy, benchmark, frame, mirror, scrape, or extract the Platform, except to the limited extent such restriction is prohibited by applicable law;
• use the Platform to develop, train, improve, or validate a competing product, dataset, algorithm, or machine learning model;
• resell, rent, lease, sublicense, timeshare, service-bureau, or otherwise provide the Platform to third parties except as expressly permitted by us in writing;
• use the Platform to make final automated decisions that produce legal or similarly significant effects concerning an individual without appropriate human review and all notices, consents, opt-outs, and assessments required by law;
• submit restricted or regulated data in violation of the “Customer Security Responsibilities and Restricted Data” section;
• circumvent subscription limits, user limits, feature restrictions, or security controls;
• process data for sanctioned persons, prohibited jurisdictions, or unlawful transactions;
• use the Platform to provide any regulated professional or financial service for which a license, registration, or authorization is legally required, unless you hold and maintain the required license, registration, or authorization and are solely responsible for those activities. This does not restrict an Account Owner from granting workspace access to its own accountants, bookkeepers, operators, or other authorized service providers, which remains subject to the restriction on reselling or providing the Platform to third parties; or
• use the Platform in any high-risk activity where failure could cause death, personal injury, or severe physical or environmental harm.

We may monitor use of the Platform and investigate suspected violations.

Suspension and Termination

We may act at the brand, account, workspace, product, or application level. We may suspend or terminate access in a number of situations.

We may suspend, limit, disable, or terminate your access to all or part of the Platform or to any individual Closivo Service, application, module, workspace, feature set, integration, or sub-branded offering, in whole or in part, in accordance with this Agreement. We may do so at the overall brand level or only with respect to a particular Closivo Service.

Termination or suspension of one Closivo Service does not obligate Broad Table to terminate or preserve access to any other Closivo Service.

We may suspend, limit, or terminate your access to all or any part of the Platform immediately, with or without notice, if we believe in our reasonable discretion that:

• you have breached this Agreement;
• your use poses a security, fraud, legal, or reputational risk;
• payment is overdue;
• we are required to do so by law, court order, insurer, processor, vendor, or regulator;
• a Third-Party Service, or a vendor or service provider Broad Table uses to provide the Platform, is unavailable, materially changes its terms, or terminates its relationship with us; or
• your use of the Platform is excessive, abusive, or materially impairs the Platform or other users.

Separately, Broad Table may terminate a Closivo Service, or this Agreement, for convenience on at least thirty (30) days’ written notice. If you have prepaid for a period extending beyond the termination date, Broad Table will provide the pro-rata refund described in the “Payment and Cancellations” section, which is your sole and exclusive remedy for a termination for convenience.

You may terminate this Agreement by canceling your subscription and discontinuing all use of the Platform.

Effect of Termination

When the Agreement ends, your access ends and your payment obligations remain.

Upon expiration, cancellation, suspension, or termination of your account or this Agreement, you must immediately stop using the Platform. Your access to Customer Data may be limited, disabled, or removed. You remain responsible for all fees, taxes, processor charges, and other amounts accrued through the effective date of termination. Except as expressly provided in the “Payment and Cancellations” section, termination does not entitle you to any refund.

Data Export, Deletion, Backups, and Legal Holds

You should export what you need before access ends; some copies may remain temporarily in backups or where legally required.

You are responsible for exporting or retrieving Customer Data you need before cancellation, expiration, suspension, or termination. After access ends, Broad Table may delete, archive, disable, or restrict access to Customer Data in the ordinary course of business, subject to legal obligations, dispute preservation, security needs, backup practices, and the Privacy Policy. Backup copies and logs may persist for a limited period and may not be separately retrievable. Broad Table has no obligation to preserve, return, or export Customer Data after termination unless expressly required by law or a separate signed agreement.

Survival

Certain provisions continue to apply after termination.

The following sections survive expiration or termination of this Agreement: Your Personal Information, Customer Security Responsibilities and Restricted Data, Payment and Cancellations (including all accrued payment obligations), Content and Data, Confidentiality, Data Protection and Customer Privacy Compliance, No Funds Custody, Money Transmission, or Payment Control, No Professional Advice; No Fiduciary Relationship, Data Export, Deletion, Backups, and Legal Holds, Feedback, Connected Accounts and Third-Party Services, AI Features and Output, Prohibited Uses, Effect of Termination, Disclaimers, Limitation of Liability, Indemnity Obligations, Disputes, and General Terms (Miscellaneous), together with any other provision that by its nature should survive.

Communications and Electronic Notices

You agree to receive notices and disclosures electronically.

You consent to receive communications from us electronically, including by email, in-app notification, dashboard message, webhook notice, or other electronic means, to the extent permitted by law. Where you separately provide a mobile number and consent to receive text messages, we may send operational text messages in accordance with that consent. Consent to receive marketing text messages is not a condition of purchasing or using the Platform, and we will obtain any separate consent required by law before sending marketing text messages. These communications may include security alerts, billing notices, legal notices, service announcements, and operational messages. You are responsible for keeping your contact information current.

No Professional Advice; No Fiduciary Relationship

Closivo is software, not a professional advisor or fiduciary.

Broad Table is not a law firm, accounting firm, tax advisor, payroll processor, escrow company, title company, broker, lender, money transmitter, or fiduciary. The Platform does not provide legal, tax, audit, accounting, payroll, trust accounting, real estate brokerage, securities, lending, title, or regulatory advice. You are solely responsible for obtaining and following professional advice and for complying with all laws and industry rules applicable to your business, including those relating to brokerage operations, commission splits, tax reporting, contractor classification, RESPA, recordkeeping, data privacy, and financial controls.

Disclaimers

We provide the Platform as-is, except as expressly stated otherwise.

THE PLATFORM, INCLUDING ALL SOFTWARE, SYNCHRONIZATION, INTEGRATIONS, AI FEATURES, OUTPUTS, REPORTS, MAPPINGS, PREDICTIONS, FORECASTS, STATUS INFORMATION, DOCUMENTATION, AND BETA FEATURES, IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, BROAD TABLE AND THE BROAD TABLE PARTIES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

Without limiting the foregoing, Broad Table does not warrant that the Platform will be uninterrupted, error-free, secure, accurate, complete, timely, or compatible with any Third-Party Service, or that any data, calculation, split, invoice, bill, payment status, synchronization, or AI output will be correct or accepted by any accounting system, brokerage, regulator, counterparty, or tax authority. Nothing in this section limits any commitment Broad Table expressly makes elsewhere in this Agreement.

Limitation of Liability

Our liability is limited.

To the maximum extent permitted by law, Broad Table, its affiliates, licensors, service providers, processors, suppliers, contractors, and representatives (collectively, the “Broad Table Parties”) will not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages, or for any loss of profits, revenue, business opportunity, goodwill, anticipated savings, data, use, contracts, or reputation, arising out of or relating to the Platform or this Agreement, even if advised of the possibility of such damages.

To the maximum extent permitted by law, the aggregate liability of the Broad Table Parties arising out of or relating to the Platform or this Agreement will not exceed the greater of: (a) the total fees paid by you to Broad Table for the applicable Closivo Service in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) one hundred U.S. dollars (US$100).

Except for Broad Table’s fraud or willful misconduct, and any liability that cannot lawfully be limited or excluded, all liability arising out of or relating to this Agreement or the Platform — including claims involving negligence, gross negligence, confidentiality, data protection, security, and security incidents affecting Customer Data — is subject to the exclusions and the aggregate limit stated in this section, regardless of how the claim is characterized. No separate, elevated, or supplemental limit of liability applies unless it is expressly stated in a written agreement signed by a Broad Table Officer. Your obligation to pay fees due and your obligations under the “Indemnity Obligations” section are not subject to the limitations in this section.

Subject to the exceptions stated above, these limitations apply regardless of the theory of liability and even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages, so portions of this section may not apply to you to the extent prohibited by law.

Allocation of Risk; Essential Basis

The pricing reflects the risk allocation in this Agreement.

The disclaimers, liability limitations, indemnities, customer responsibilities, and exclusions in this Agreement are an essential basis of the bargain between you and Broad Table. Subject to the exceptions expressly stated in the “Limitation of Liability” section, they apply as written. They apply to all claims and damages of every kind, including those arising from negligence, strict liability, contract, tort, warranty, statute, data loss, security events, third-party services, integrations, payment instructions, AI outputs, and professional or compliance decisions, to the maximum extent permitted by law.

Indemnity Obligations

If your actions cause claims against us, you must protect us.

You will defend, indemnify, and hold harmless the Broad Table Parties from and against any and all claims, demands, actions, investigations, proceedings, losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• your breach of this Agreement;
• your use of the Platform in breach of this Agreement or in violation of applicable law;
• Customer Data or any other information, content, instruction, or material submitted by or on behalf of you;
• disputes involving your brokerage, agents, contractors, title companies, attorneys, vendors, franchises, referrals, or other payees;
• any claim by an individual who has not accepted these Terms and whose personal information you or your authorized users submitted to the Platform, or who submitted information to your workspace, arising from the submission, processing, accuracy, disclosure, retention, or deletion of that information;
• your violation of law, regulation, or third-party rights; or
• your connected accounts, payment instructions, field mappings, tax determinations, commission configurations, or reliance on outputs generated by the Platform.

Your obligations under this section do not apply to any claim to the extent it is (a) covered by an indemnity Broad Table has expressly assumed in a written agreement signed by a Broad Table Officer, (b) caused by Broad Table’s fraud or willful misconduct, or (c) a third-party claim that the Platform itself, as provided by Broad Table and without regard to Customer Data, your configuration, your instructions, or your use, infringes or misappropriates that third party's intellectual property rights. Except as stated in this paragraph, your obligations under this section apply to a claim in full, including where Broad Table's negligence contributed to the claim, and are not reduced or apportioned on the basis of comparative or contributory fault.

To claim indemnification, we will notify you in writing of the claim promptly after we become aware of it. Our failure to give prompt notice relieves you of your obligations under this section only to the extent you are materially prejudiced by the delay. We may assume the exclusive defense and control of any matter subject to indemnification by you, at your expense, and you will cooperate with us in that defense. We will not settle any claim in a way that imposes a non-monetary obligation on you, or that admits your fault, without your prior written consent, which you will not unreasonably withhold.

Disputes

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION.

Disputes must be raised informally first, then resolved by binding individual arbitration rather than in court, without a jury and not as part of a class action.

Any dispute, claim, or controversy arising out of or relating in any way to the Platform, this Agreement, or the relationship between you and Broad Table is a “Claim” for purposes of this section. This section evidences a transaction in interstate commerce, and the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions below.

Informal Resolution First

Before commencing any arbitration or filing a Claim in any court, the party asserting the Claim must first send a written notice of the Claim (“Notice of Claim”) to the other party and attempt to resolve the dispute informally and in good faith for at least sixty (60) days. The Notice of Claim must be personally signed by the party asserting the Claim, must describe the nature and basis of that party's own Claim and the specific relief that party seeks, and must identify that party's account or workspace and the approximate dates of that party's use of the Platform. A notice that does not satisfy these requirements does not commence the informal resolution period. On either party's request, the informal resolution process will include an individualized telephone or video conference that the party asserting the Claim personally attends, and at which counsel may participate. This requirement does not apply to a request for temporary, preliminary, or injunctive relief, or to a Claim brought in small claims court.

Notices to Broad Table must be sent to:

Broad Table, Inc.
Attn: Legal Notices
790 Florida St, Ste 3
Mandeville, LA 70448
Email: legal@broadtable.co

Notice and Opportunity to Cure

As a condition precedent to commencing a Claim based on an alleged breach by Broad Table, or seeking damages for that breach, you must identify the alleged breach in reasonable detail in writing and allow Broad Table thirty (30) days after receipt to cure it. If the alleged breach cannot reasonably be cured within thirty (30) days, Broad Table will have a reasonable additional period to cure while it diligently pursues a cure. This cure period runs concurrently with the Informal Resolution period above, and the two together do not extend the time for informal resolution beyond sixty (60) days unless Broad Table is diligently pursuing a cure. This section does not prevent either party from seeking temporary or preliminary injunctive relief where otherwise available, and is a condition precedent to commencing arbitration as well as to filing in any court.

Agreement to Arbitrate

Except as provided in the "Small Claims Court Option" and "Injunctive Relief" subsections below, you and Broad Table agree that any Claim will be resolved exclusively by final and binding individual arbitration, and not in court and not before a judge or jury.

The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules in effect when the demand is filed, before one arbitrator. You represent that you access and use the Platform in the course of your trade, business, or profession and not for personal, family, or household purposes, and, if you are a licensed real estate professional, that you do so in connection with your licensed business activity. You and Broad Table agree that this Agreement is a commercial agreement between commercial parties and that the Commercial Arbitration Rules therefore govern any arbitration under this section.

The arbitrator will apply Delaware law as provided in the "Governing Law" section, will have authority to award only the relief a court could award to that individual party consistent with this Agreement, and will issue a written decision stating the essential findings and conclusions. Judgment on the award may be entered in any court of competent jurisdiction.

Arbitration will be seated in Wilmington, Delaware for a Claim by or against an entity, and in the county or parish where the individual resides for a Claim by or against an individual. Any hearing may be conducted by videoconference or telephone where the arbitrator permits, and a Claim seeking less than twenty-five thousand U.S. dollars (US$25,000) may be resolved on documents alone unless the arbitrator determines a hearing is necessary.

Arbitration costs. Each party bears its own attorneys' fees and costs, and administrative and arbitrator fees are allocated as provided in the applicable AAA rules, except where this Agreement or applicable law provides otherwise. If the arbitrator determines that the administrative or arbitrator fees allocated to an individual claimant would be prohibitive relative to the value of that individual's Claim, the arbitrator may reallocate those fees to Broad Table to the extent necessary to permit the Claim to proceed, unless the arbitrator determines the Claim was frivolous or brought for an improper purpose.

Arbitrability. The arbitrator has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court, and not an arbitrator, will decide any dispute about the enforceability or scope of the Class Action Waiver.

Injunctive Relief

Either party may seek temporary, preliminary, or injunctive relief in any court of competent jurisdiction to protect intellectual property, confidential information, or security, or to prevent unauthorized access to or use of the Platform, without first completing informal resolution and without waiving the right to arbitrate any other aspect of the Claim.

Small Claims Court Option

Either party may bring an individual Claim in a small claims court of competent jurisdiction instead of arbitration, provided the Claim remains an individual claim and remains in that court. If a Claim is transferred, removed, appealed to, or refiled in any other court, it must be resolved by arbitration under this section.

Class Action Waiver

You and Broad Table agree that each may bring Claims against the other only in an individual capacity and not as a plaintiff, claimant, class member, private attorney general, or representative in any purported class, collective, consolidated, coordinated, or representative proceeding. No arbitrator or court may consolidate the Claims of multiple persons or preside over any form of class, collective, or representative proceeding involving the parties, except as expressly provided in the "Coordinated Filings" subsection below or where all parties to a consolidated proceeding consent in writing.

Except as provided in the next sentence, if this Class Action Waiver is held unenforceable as to a particular Claim or a particular request for relief, then only that Claim or request may proceed on a non-individual basis, and only to the minimum extent required by law. If the Class Action Waiver is held unenforceable as to a Claim seeking public injunctive relief, that request alone may proceed in a court of competent jurisdiction in Delaware and will be stayed pending arbitration of all other Claims. The Agreement to Arbitrate, the Jury Trial Waiver, the Time Limit for Claims, the Informal Resolution requirement, the Notice and Opportunity to Cure requirement, and all remaining applications of this Class Action Waiver each remain separately and independently enforceable.

Coordinated Filings

If twenty-five (25) or more demands for arbitration raising substantially similar Claims are filed against Broad Table by or with the assistance, coordination, or involvement of the same counsel, law firm, organization, or claim aggregator, the AAA Mass Arbitration Supplementary Rules then in effect apply in addition to the Commercial Arbitration Rules, together with the following procedures.

Individually verified demands. Each demand must be signed by the individual claimant, and not solely by counsel, and must include a declaration by that claimant verifying under penalty of perjury pursuant to 28 U.S.C. § 1746 that the claimant has personally reviewed the demand and that its contents are true and correct. The declaration must identify the claimant's own account or workspace, the approximate dates of the claimant's use of the Platform, and the specific facts giving rise to that claimant's Claim. A demand that does not satisfy this requirement is not properly filed. As between the parties, and without limiting the fees the AAA charges under its own rules and schedules, no per-case or arbitrator appointment fee is payable with respect to such a demand until it satisfies this requirement.

Substantially similar Claims. In determining whether Claims are substantially similar, the process arbitrator may consider, without limitation, whether the demands allege the same or substantially the same practice, conduct, incident, or omission; relate to overlapping time periods; seek the same categories of relief; rely on the same or substantially the same legal theories; use the same or substantially the same form, template, or supporting materials; or are filed, coordinated, funded, or solicited by or through the same counsel, law firm, organization, or claim aggregator.

Batching, bellwethers, and mediation. The demands will be grouped into batches of no more than twenty (20), which will proceed sequentially. Broad Table and claimants' counsel will each select up to three (3) demands from the first batch, up to six (6) in total, to proceed first as bellwether arbitrations, and the remaining demands in that batch and all later batches will be stayed pending completion of the bellwethers. Following the bellwether awards, the parties will participate in a single global mediation of all remaining demands with a jointly selected mediator. The applicable limitation and filing periods for all stayed demands are tolled from the date the first demand in the group is filed until sixty (60) days after that mediation concludes. If mediation does not resolve the remaining demands, the next batch proceeds under the same procedure.

Fees. As between the parties, and without limiting the fees the AAA charges under its own rules and schedules, administrative and arbitrator fees for each batch will be allocated as if that batch were a single arbitration under the applicable AAA rules, subject to the arbitrator's authority to reallocate fees under the "Arbitration costs" subsection above. Each claimant retains the right to an individual merits hearing where the arbitrator or the applicable rules determine that one is required.

Frivolous or improper filings. If the arbitrator determines that a Claim was frivolous, duplicative, brought by a person who did not use the Platform, or brought for an improper purpose, the arbitrator may award Broad Table its reasonable attorneys' fees, costs, and arbitration fees incurred with respect to that Claim against the claimant asserting it, to the maximum extent permitted by law and the applicable rules.

Administration and fallback. A process arbitrator appointed under the AAA Mass Arbitration Supplementary Rules will determine the application of this subsection, including whether Claims are substantially similar, whether demands satisfy the verification requirement, and how demands are grouped. If the AAA declines to administer arbitrations under this subsection, or is unavailable, the parties will select another national arbitration provider, and if they cannot agree within thirty (30) days, either party may apply to a court of competent jurisdiction to appoint one. If this subsection is held unenforceable as to a group of demands, or if no administrator will administer it, that group will be resolved in the state or federal courts located in Wilmington, Delaware, and the Class Action Waiver continues to apply.

Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND BROAD TABLE EACH KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM.

Time Limit for Claims

To the maximum extent permitted by law, any Claim must be filed within one (1) year after the later of the date the event giving rise to the Claim occurred and the date it should reasonably have been discovered. Claims filed after that period are permanently barred. This period is tolled for the duration of the Informal Resolution period and any cure period required by the “Notice and Opportunity to Cure” section, so that compliance with those requirements does not shorten the time available to file a Claim.

General Terms (Miscellaneous)

These additional rules apply to the Agreement generally.

Entire Agreement

This Agreement is the complete and exclusive agreement between you and Broad Table regarding the Platform and supersedes all prior or contemporaneous oral and written communications, proposals, and understandings relating to its subject matter.

Governing Law

This Agreement and any Claim are governed by the laws of the State of Delaware, without regard to its conflict of laws principles, except that the Federal Arbitration Act governs the interpretation and enforcement of the "Agreement to Arbitrate" and "Coordinated Filings" subsections. Any judicial proceeding permitted by this Agreement, other than a small claims proceeding or an action for injunctive relief, must be brought in the state courts located in Wilmington, Delaware or the United States District Court for the District of Delaware, and each party consents to that jurisdiction and waives any objection to venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Compliance with Trade Laws and Restrictions

You may not use, access, export, re-export, import, transfer, or make available the Platform except as authorized by United States law and other applicable law. The Platform is not intended for use by persons or entities subject to sanctions or embargoes.

Government End Users

If the Platform is acquired by or on behalf of the U.S. Government, the Platform is provided as “commercial computer software” and related documentation, and the Government’s rights are limited to those expressly granted in this Agreement.

Third-Party Legal Process

If Broad Table receives a subpoena, court order, civil investigative demand, discovery request, preservation notice, legal hold, or similar process that relates primarily to you, Customer Data, your users, or a dispute to which you are a party and Broad Table is not, you will reimburse Broad Table for its reasonable costs and expenses of responding, including attorneys’ fees, electronic discovery and collection expenses, vendor costs, and personnel time at Broad Table’s then-current professional services rates. To the extent legally permitted, Broad Table may require a reasonable advance deposit before undertaking work that is voluntary, requested by you, or not compelled. Broad Table has no obligation to object to, challenge, narrow, or seek to quash any legal process. Nothing in this section permits Broad Table to delay or decline compliance with binding legal process. This section does not apply to the extent the process results directly from Broad Table’s fraud or willful misconduct as finally determined by a tribunal of competent jurisdiction.

No Reliance

You acknowledge that you have independently evaluated the Platform and that you are not relying on any statement, representation, warranty, promise, demonstration, projection, roadmap, expected feature, expected integration, performance estimate, or other communication that is not expressly set out in this Agreement or in a written agreement signed by a Broad Table Officer. Only a Broad Table Officer, as defined in the "Order of Precedence; Additional Terms" section, may agree to any amendment, waiver, or supplemental term on Broad Table's behalf, and no email, chat message, proposal, deck, or verbal statement constitutes a signed written agreement.

Waiver

A waiver by Broad Table of any provision of this Agreement must be in writing and signed by a Broad Table Officer. No failure or delay in exercising any right will operate as a waiver.

Assignment

You may not assign or transfer this Agreement or any rights or obligations under it without our prior written consent. Any attempted assignment in violation of this section is void. Broad Table may assign or transfer this Agreement at any time without notice to you, including in connection with a merger, acquisition, reorganization, or sale of assets.

Severability

If any provision of this Agreement is held unlawful, invalid, or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

Force Majeure

Broad Table will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, internet or utility failures, labor disputes, governmental actions, civil unrest, war, terrorism, epidemics, pandemics, processor or vendor failures, and failures of Third-Party Services.

Publicity

Broad Table may identify your organization as a customer, using your organization's name and logo, in investor materials, board materials, financing and diligence materials, and other non-public business communications.

Broad Table may identify your organization as a customer, and may display your organization's name and logo in customer lists, on its website, and in its marketing materials, in a factual manner that does not state or imply your endorsement of the Platform and subject to any reasonable brand or trademark guidelines you provide. You may opt out of these public uses, or withdraw a permission previously given, prospectively at any time on written notice to legal@broadtable.co, after which Broad Table will remove your name and logo from materials it controls within a reasonable period. Broad Table will not publish any press release, case study, testimonial, or other statement attributed to your organization, or any statement of your endorsement, without your prior written consent, which an authorized representative of your organization may give by email.

For the purposes of the uses permitted by this section, your identity as a customer of Broad Table is not Confidential Information.

Insurance

You are responsible for maintaining insurance appropriate to your business, regulated activities, personnel, transactions, and use of the Platform, including errors and omissions coverage for your brokerage activities where customary or required by law. Broad Table does not provide insurance for you, any payment, or any transaction, and nothing in this Agreement obligates Broad Table to procure, maintain, or evidence any insurance.

Independent Parties

The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, franchise, fiduciary, or employment relationship, and neither party may bind the other or hold itself out as having authority to do so.

No Third-Party Beneficiaries

Except for the Broad Table Parties as expressly provided in this Agreement, there are no third-party beneficiaries to this Agreement.

Contact Information

If you have questions about the Platform or this Agreement, contact Broad Table at legal@broadtable.co or at 790 Florida St, Ste 3, Mandeville, LA 70448.

1. Services

This Section B applies only to the real estate commission app under the Closivo brand.

The Real Estate Commission Application is a Closivo-branded software application for real estate brokerages. It is designed to manage the brokerage back office lifecycle of a real estate transaction, sometimes referred to as a deal, including intake of commission receivable documentation from a title company and the calculation, allocation, tracking, and workflow management of payouts to agents, franchises, referrals, vendors, and other payees. It may also create or prepare related accounts receivable invoices and accounts payable bills, synchronize data with connected accounting systems such as Xero, ingest webhook status updates, automate field mapping, and provide reconciliation, analytics, and forecasting tools. The Real Estate Commission Application also provides document intake, storage, organization, and retrieval for documents associated with a transaction, such as listing agreements, purchase contracts, inspection reports, disclosures, closing disclosures, and settlement statements. This list of functionality is not exhaustive. Information the Real Estate Commission Application is designed to receive from a title company, settlement agent, escrow agent, or closing attorney is permitted commission and settlement information as described in the “Customer Security Responsibilities and Restricted Data” section of the Section A Terms, and is not prohibited by the restricted-data provisions of those Terms.

Broad Table may offer this application under the Closivo brand alone or under a more specific product name, descriptor, or sub-brand. References in this Agreement to the “Real Estate Commission Application” include any rebranded, renamed, successor, replacement, or sub-branded version of substantially the same product.

2. Eligible Users; Brokerage Control

The subscribing brokerage controls the real estate commission workspace.

The subscribing broker or other subscribing business customer is the account owner for a workspace of the Real Estate Commission Application (“Account Owner”). The Account Owner may invite, remove, and manage brokers, employees, agents, contractors, accountants, operators, and third-party payees for that application. The Account Owner is solely responsible for user permissions, role assignments, approval workflows, internal controls, and all instructions given through the workspace.

Access to the Real Estate Commission Application does not automatically grant access to any other Closivo Service, even if such service is accessed through the same website, account system, organization profile, or brand family.

Broad Table may rely on instructions, permissions, approvals, and configurations issued by the Account Owner or any user authorized through the workspace. If a user’s access is changed or revoked by the Account Owner, that user may lose access to data and functionality associated with the workspace.

3. Brokerage Responsibilities; Authorization to Transmit

The brokerage is responsible for licensing, compensation arrangements, and approving every payment and record.

The Account Owner represents, warrants, and agrees that it:

• holds and maintains all real estate brokerage and other licenses, registrations, and authorizations required for its activities;
• maintains written commission, compensation, referral, and franchise arrangements sufficient to support the payouts it processes through the Real Estate Commission Application;
• is solely responsible for determining whether any referral, franchise, agent, vendor, or other payment is lawful and permitted, including under RESPA, state real estate license law, state commission-payment and anti-rebate restrictions, and any applicable trust or escrow account requirements;
• reviews and approves every transaction, commission disbursement authorization, split, deduction, expense allocation, payee designation, payment instruction, tax determination, and mapped accounting entry before it is transmitted, booked, or paid;
• ensures that any person who approves or signs a record through the workspace holds the authority to do so; and
• is responsible for its own recordkeeping, retention, and audit obligations.

The Account Owner authorizes Broad Table to transmit records, documents, and instructions that the Account Owner or its authorized users have approved through the workspace to the recipients the Account Owner designates, including agents, payees, title companies, settlement agents, closing attorneys, accountants, and connected systems. Broad Table transmits such items as directed and does not independently verify their accuracy, lawfulness, or authorization.

The Account Owner is responsible for determining who is authorized to submit documents to its workspace, for configuring the Intake Feature and reviewing pending items as described in Section 3A, for promptly removing access from any person who should no longer have it, and for all documents and information submitted to or accepted into its workspace. Broad Table is not responsible for determining whether a sender should be authorized, whether a submitted document belongs in the workspace, or whether a submitted document contains information the Account Owner did not intend to receive.

Document intake is not a payment instruction channel. The document intake and document management features are provided for recordkeeping and workflow purposes only. They are not a channel for authorizing payments or for communicating payment instructions to you or to Broad Table, and Broad Table does not verify the authenticity, origin, or integrity of any document received through them. An apparent sender address may be forged.

You must not treat a document received through document intake as the source of, or as authorization for, any payee designation, bank account or routing information, wire or disbursement instruction, or change to previously provided payment information. Any such information contained in a received document is unverified. Before relying on it, you must independently confirm it through a channel other than the document itself and other than the message that delivered it. Payment approvals, payee designations, and disbursement instructions must be entered and approved by your authorized users through the workspace as described in this section.

3A. Document Intake and Pending Items

Your workspace can receive documents from outside senders. You decide what enters your workspace, and we do not verify senders or documents.

The Real Estate Commission Application may allow a workspace to receive documents and related information from senders who are not authorized users of that workspace, such as title companies, settlement agents, closing attorneys, cooperating brokers, and agents (the "Intake Feature"). The Intake Feature is enabled by default, and the Account Owner may disable or configure it in workspace settings.

Items received through the Intake Feature are held as pending until an authorized user accepts or rejects them. You instruct and authorize Broad Table to receive, hold, store, process, parse, extract data from, and display pending items, and to create provisional records — such as a provisional agent or payee record based on the sender or the document contents — to support your review. Pending items and provisional records are processed on your behalf under this Agreement and the Data Processing Addendum.

If you accept a pending item or provisional record, it is treated for all purposes as Customer Data submitted by you under this Agreement, including for purposes of the "Your Personal Information" section of the Section A Terms, and Broad Table may use it to create or update Deals, records, and agent or payee profiles. If you accept a provisional agent or payee record, Broad Table may send an account invitation or other notices to that person at your direction; a person may also be maintained as an agent or payee record without a Platform account. If you reject a pending item or provisional record, Broad Table will delete it in accordance with its standard deletion procedures, subject to backups, logs, security needs, and legal requirements. Broad Table may automatically delete pending items that are not accepted or rejected within a reasonable period.

The Intake Feature and any pending or quarantine queue are workflow routing and review tools only. Broad Table does not verify the identity of any sender, the authority of any person to send an item, or the authenticity, accuracy, or completeness of any received document, and holding an item as pending is not a representation that it is safe, genuine, or accurate. Broad Table stores received documents in the form in which they were sent and makes them available for download. Broad Table may sanitize a stored document to remove potentially malicious content, and may decline to store a document that fails sanitization, but does not warrant that any document is free of malicious code. You are responsible for scanning or otherwise handling downloaded documents in accordance with your own security practices. You are solely responsible for deciding whether to accept or reject each pending item and provisional record, and for verifying sender identity and document authenticity through means outside the Platform where appropriate, particularly for any document that affects a payment, payee, bank account, or disbursement. The "No Duty to Monitor or Detect" section of the Section A Terms applies to the Intake Feature. Deals, records, and data created or suggested from a received document, including through parsing or extraction of settlement statements and property information, are outputs you must review as described in Sections 5 and 8 of these Section B Terms.

4. Connected Accounting Systems and Synchronization

This product may sync with systems and may share infrastructure with other Closivo Services.

By connecting Xero or another accounting, ERP, payment, or workflow system to the Real Estate Commission Application, you authorize Broad Table to establish a one-way or bidirectional data connection, as supported by the applicable integration, through APIs, webhooks, tokens, credentials, or other authorized methods for that application and, where applicable, through shared Closivo Platform infrastructure.

You are solely responsible for:

• maintaining all rights, subscriptions, and permissions required for connected systems;
• ensuring that connected system credentials and permissions are accurate and current;
• reviewing the consequences of synchronization, mapping, and automated status updates; and
• complying with third-party integration terms.

Broad Table is not responsible for errors, delays, duplications, omissions, rejected transactions, failed syncs, rate limiting, webhook failures, or inaccurate status information caused by a connected system, your configuration, network failures, user error, or third-party changes.

5. Deal Data, Split Calculations, and Workflow Automation

Closivo automates calculations and workflows based on the information and rules you provide.

Closivo’s commission calculations, splits, workflow routing, reconciliation flags, and financial record generation depend on the transaction data, commission rules, mappings, user instructions, and other information supplied by you or retrieved from your connected systems. You are solely responsible for reviewing and approving all transaction, splits, commissions, deductions, expense allocations, payee designations, tax treatment, mapped account codes, and related records before they are relied upon, sent, booked, or paid.

Broad Table does not guarantee that Closivo will identify every discrepancy or prevent every payment, accounting, brokerage, tax, or operational error. Broad Table is not a party to, and is not responsible for, any dispute among brokers, agents, franchises, referrals, title companies, attorneys, vendors, or other payees.

6. Financial Records, Reconciliation, and Payment Status

Closivo may generate or synchronize financial workflow records, but you remain responsible for your books and records.

Closivo may generate, draft, or synchronize invoices, bills, payout records, receivable records, payable records, internal statuses, and reconciliation indicators. Such items are operational workflow tools only. They are not a substitute for your books and records, accounting controls, professional review, or legal compliance procedures.

Payment and settlement statuses displayed in Closivo may be delayed, stale, incomplete, or inaccurate because they depend on connected systems and third-party processes. Broad Table does not represent that any status shown in Closivo is definitive, final, or sufficient for legal, accounting, escrow, trust, tax, or payment release decisions.

Broad Table does not hold, custody, or take title to customer funds and does not act as an escrow, trust, or custodial service. Where a payment feature is enabled, Closivo may allow you to initiate or direct fund transfers through integrated third-party payment processors, but funds move directly between your designated accounts and those of your payees, and Closivo does not take possession of those funds at any point.

7. Identity Information and 1099 Features

1099-related functionality may be product-specific and not universally available across the Closivo brand. Tax identity features may be available in certain plans, but you remain responsible for tax compliance.

Certain plans, tiers, modules, or editions of the Real Estate Commission Application may permit the collection, storage, and use of identity information such as SSNs and EINs for 1099 preparation or related tax workflow support. Such functionality may not be available in all Closivo Services, applications, or sub-branded offerings.

You are solely responsible for:

• determining whether you may lawfully collect and process such information;
• providing all required notices and obtaining any required consents;
• ensuring the accuracy and completeness of the information;
• determining whether backup withholding, filing, furnishing, or other tax obligations apply; and
• preparing, reviewing, filing, furnishing, correcting, and retaining all tax forms and related records unless a separate written agreement expressly states otherwise.

Broad Table does not provide tax advice and does not guarantee that any 1099-related output or workflow satisfies legal requirements.

8. AI, Automation, Field Mapping, and Forecasting

Closivo may automate work and provide predictive tools, but these tools must be reviewed by you.

Closivo may automate data entry, compare pending app records to external accounting statuses, map internal values to accounting codes and tax types, surface anomalies, predict payment timing, and provide analytics or commission forecasting. These functions may rely on internal models, heuristics, statistical methods, third-party AI providers, and user-supplied configuration.

You acknowledge that any such outputs are estimates or suggestions only. You remain solely responsible for reviewing them and deciding whether to accept, reject, edit, or act on them.

9. Subscription Plans, Billing, Renewal, and Suspension

The real estate commission app may have its own pricing and feature tiers.

The Real Estate Commission Application may be sold on monthly or annual terms and may have its own pricing, tiers, feature sets, usage limits, support levels, and add-ons distinct from other Closivo Services. Broad Table may bundle this application with other Closivo Services or sell it separately.

Except for the pro-rata refund described in the “Payment and Cancellations” section of the Section A Terms, there are no refunds for any amount paid. Separate payment processor fees may apply. If an invoice remains unpaid after the applicable due date, Broad Table may allow a fourteen (14) day grace period and then suspend access to the account, workspace, integrations, or selected features until all overdue amounts are paid in full.

We may condition access to certain features, data types, support channels, AI capabilities, or 1099 tools on plan tier, feature availability, or technical readiness.

Deals. For billing purposes, a Deal means a single transaction record created in a workspace. Where a brokerage represents more than one party or side of the same transaction, that transaction is a single Deal unless separate transaction records are created. The number of Deals included in your plan, the period over which Deals are measured, the treatment of test and duplicate records, and any overage rate are as described on the applicable pricing page or order form. Broad Table's Platform usage records are controlling as to the number of Deals absent manifest error.

10. Data Export and Post-Termination Handling

You should export the data you need before the subscription ends.

You are responsible for determining your own record retention obligations, including any transaction record retention period required by real estate license law, tax law, or other applicable law or professional rules, and for preserving or exporting the records required to meet those obligations before directing deletion or before cancellation, expiration, or termination of your subscription. You are responsible for exporting or retrieving any Customer Data you want to retain before cancellation, expiration, or termination of your subscription. Following termination, we may delete, archive, or otherwise remove access to Customer Data in the ordinary course of business, subject to our legal obligations, dispute preservation needs, backup practices, and retention periods described in the Privacy Policy.

11. Support, Availability, and Product Changes

This application may evolve, be rebranded, or be reorganized within the broader Closivo brand family. We may change Closivo over time, and roadmap items are not commitments.

Unless expressly stated in a separate written agreement signed by Broad Table, the Real Estate Commission Application is provided without any service level agreement, uptime commitment, response-time guarantee, implementation obligation, or roadmap commitment. Broad Table may rename, restructure, sub-brand, bundle, unbundle, migrate, or replace the Real Estate Commission Application within the broader Closivo brand family at any time.

Statements about future functionality, including AI-powered reconciliation, predictive payment dates, or automated commission forecasting, are informational only and do not create any binding obligation to deliver any feature on any timeline.

12. Section B Contact Information

If you need help or have legal notices for Closivo, use the following contact information.

Broad Table, Inc.
790 Florida St, Ste 3
Mandeville, LA 70448
Email: legal@broadtable.co