Terms and Conditions

---

Thank you for using Foolproof Closings (“Foolproof”), a service by Foolproof Facilitation Inc, designed to facilitate the management and distribution of holdback amounts.

Here you will find a copy of our Terms and Conditions (“Terms”). By using the service, you will be agreeing to these Terms, so we encourage you to read this these carefully.

These Terms, including our Privacy Policy, and full Terms and Conditions, define the terms and conditions under which you’re allowed to use the Service, how we’ll treat the data we collect and process about you, and constitutes a legally binding agreement between you and Foolproof. 

Foolproof Closings’ holdback service (“Service”) is an online platform that facilitates the management and distribution of holdback amounts after a real estate transaction has closed. While we are not an escrow provider, we offer a secure platform for holding the funds in an account at our banking partner, a regulated financial institution. 

We are responsible for ensuring that the funds are disbursed in accordance with the conditions outlined in an agreement between the buyer and seller (“Completion Agreement”). Our platform provides a transparent and efficient way to manage the holdback amount and ensures that the disbursement process is fair and equitable.

To use the Holdback Service, you will need to create an account with us and our banking partner. When creating your account, you must provide accurate and complete information, including your name, contact information, and any other details we may require. 

You are responsible for maintaining the confidentiality of your account information and for all activities that occur under your account. You agree to notify us immediately if you become aware of any unauthorized use of your account. 

We reserve the right to suspend or terminate your account at any time if we suspect any unauthorized use or fraudulent activity.

Foolproof securely holds the holdback amount in an account opened with a regulated financial institution (“Banking Partner”), established for the benefit of the beneficiary. As a neutral third party, we are responsible for disbursing the funds according to the completion agreement. 

Our platform ensures transparency and efficiency in managing the holdback amount, and we take great care to ensure fairness and equity in the disbursement process. In case of disputes related to the disbursement of funds, we will work with all parties involved to reach a satisfactory resolution.

By using the service, you authorize Foolproof to open an account on your behalf with our banking partner (“Banking Partner”) to hold the holdback amount and acknowledge and agree that our partner bank may have their own terms and conditions for holding the holdback amount and that you are subject to those terms and conditions.

Foolproof is not acting as an agent or representative of the banking partner and the partnership does not create a joint venture or other formal business relationship between Foolproof and the banking partner.

The banking partner shall be solely responsible for maintaining and administering the account in which the holdback funds are held and Foolproof shall not be responsible for any act or omission of the banking partner in connection with the holdback funds.

Foolproof shall not have any right, title, or interest in the funds held in the account. Any disputes or issues related to the account shall be resolved between the buyer and seller, or between the buyer/seller and the banking partner directly, and Foolproof shall not be held liable for any such disputes or issues.

Users of the service will be charged a fee for holding the holdback amount in the FBO account. The fee will be clearly disclosed to you prior to using the Service. Our fees are designed to be fair, transparent, and competitive with industry standards, and we are committed to providing high-quality services to all of our clients.

As a neutral third party, Foolproof disburses the holdback funds in accordance with the agreed-upon conditions outlined in the completion agreement. Our platform is designed to facilitate a fair and transparent disbursement process, and we will only release the funds to the designated party or parties when the conditions have been met. We take great care to ensure that the disbursement process is prompt, accurate, and compliant with all relevant laws and regulations. 

In the event of any dispute or disagreement between the parties involved in a real estate transaction that utilizes the  service, including any dispute related to the holdback amount, Foolproof will work with all parties involved to resolve the matter as quickly and fairly as possible.

Any disputes or issues related to the holdback amount shall first be addressed directly between the buyer and seller. In the event that a resolution cannot be reached, the parties shall inform Foolproof, and Foolproof will work with the parties to facilitate a mutually satisfactory resolution.

If a dispute remains unresolved, the parties may seek resolution through arbitration in accordance with the rules of the American Arbitration Association. All arbitration proceedings shall be held in the jurisdiction where the property is located, and the arbitrator’s decision shall be binding and final on all parties involved.

The parties agree that any claims or disputes arising out of or related to the use of the service shall be brought solely in the state or federal courts located in the jurisdiction where the property is located, and the parties hereby submit to the personal jurisdiction of such courts.

This Dispute Resolution section shall survive the termination or expiration of the Terms and Conditions.

The Foolproof Closings platform and all associated software, technology, and intellectual property rights are owned by Foolproof Closings. 

You may not: 

· copy, modify, distribute, or create derivative works of the platform or any associated software or technology.

· reverse engineer, decompile, or disassemble the  platform or any associated software or technology.

Any feedback, suggestions, or ideas you provide to Foolproof may be used by Foolproof Closings for any purpose without compensation to you.

While we strive to provide a secure and reliable platform, the use of the service does not guarantee the successful completion of any real estate transaction or the remediation of any issues discovered during the final walkthrough.

Foolproof is not responsible for any damages or losses that may result from the use of our Service or the inability to use the Service. In no event shall we be liable for any indirect, incidental, special, or consequential damages, including but not limited to, loss of profits, loss of business opportunities, or loss of data. 

To the fullest extent permitted by law, our liability for any claims related to the Service shall be limited to the fees paid to us for the specific transaction giving rise to the claim. We do not provide any warranties or guarantees, express or implied, with respect to the Service, and we do not assume any liability for the accuracy, completeness, or timeliness of any information provided through the Service. By using the Service, you assume all risks associated with the use of the Service, and you agree to indemnify, defend, and hold us harmless from any claims, damages, or losses arising out of your use of the Service.

The Terms shall be governed by and construed in accordance with the laws of the State of Illinois. Any disputes arising out of or relating to the Terms or the Service shall be subject to the jurisdiction of the courts of the State of Illinois.

Foolproof reserves the right to terminate your account at any time and for any reason, including but not limited to a violation of the Terms of Service. We may also terminate your account if we suspect any fraudulent or unauthorized activity. If we terminate your account, you will be notified by email or other means, and any funds held in your account will be disbursed according to the agreed-upon conditions outlined in the completion agreement.

If you wish to terminate your account, you may do so at any time by contacting our support team. We may also suspend or limit your access to the Service in the event of any investigations or disputes related to your account. By using the Service, you acknowledge that Foolproof has the right to take any necessary actions to protect the integrity and security of the Service and its users. 

By using Foolproof Closings, you agree to receive communications from us regarding your account, transactions, updates, and important notices. These communications may include, but are not limited to, emails, text messages, phone calls, and notifications through the Foolproof platform.

We are committed to keeping you informed about your account activity and providing you with the best service experience. Your consent to receive these communications is essential for us to effectively support your use of Foolproof Closings

.

You acknowledge that you may receive transaction-related communications even if you have opted out of marketing communications.

Please note that while we strive to ensure the security of our communications, the confidentiality of your account information cannot be guaranteed over electronic communication channels. Therefore, we encourage you to review our Privacy Policy to understand how we handle and protect your personal information.

If you have any questions or concerns regarding our communication practices, you can reach out to our support team at support@foolproof.work.

By using Foolproof Closings, you are agreeing to the above communication terms.

The Service reserves the right to change the Terms at any time. Your continued use of the Service after any changes have been made constitutes your acceptance of the updated Terms.