Maverick Document Signings, LLC (“we” or “Maverick”) offers a suite of signing and identification verification products and services, including secured offsite closings (“Products”), through its website and applications (“Platform”) that are used separately or in conjunction with each other to assist a user (“you” or “Dealership”) with the closing of a motor vehicle sale or lease transaction (“Transaction”). This Terms of Subscription Service and Agreement (“Agreement”) outlines the terms and conditions for use of the Maverick Products and Platform ordered through an Order Form (“Order”), which incorporates this Agreement by reference, constitutes an agreement between you and Maverick. As used in this Agreement, Dealership means any individual Dealership, Dealership Group, and all Dealerships/Dealers in the Dealership Group that use Maverick’s services contemplated in the Order and this Agreement. Dealership Group means a group of dealerships under common ownership or control.

By using Maverick’s Platform, you agree to terms in this Agreement and certify that you have the authority to bind any Dealerships listed on your Order or from time to time added to your Dealership subscription. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree to this Agreement on behalf of the Dealership. Maverick may modify this Agreement from time to time by posting a new version to its website, mavsign.com. Maverick will provide notice of modifications to this Agreement to the email address you provide. Unless specified otherwise, modifications take effect (and govern future use of the Platform) when we post the modified version. If you do not agree to the modifications, your sole remedy is to (a) cease using and deactivate the Platform and (b) provide us notice of termination.

Access to Maverick’s Platform is offered on a month-to-month basis (“Monthly Access”) or for a fixed term subscription (“Term Subscription”). To receive a license to use Maverick’s Platform, you must first create an account and complete an Order, selecting between Monthly Access or a Term Subscription. Both Monthly Access and Term Subscription accounts will auto-renew in accordance with this Agreement and applicable law. For Monthly Access accounts, Maverick’s fee schedule is available online and all fees will be charged by Maverick and paid for by Dealership in accordance with the most current fee schedule provided by Maverick. For Term Subscription accounts, the fees will be as set forth in the Order or the Maverick website.

Monthly Access and Term Subscriptions shall be automatically renewed for like terms unless Dealership cancels automatic renewal of this Agreement. For Monthly Access users, any fee charged after renewal will be at the then current price. For Term Subscriptions, the fees may be subject to an increase of 5% for each renewal term. Automatic renewal can be canceled immediately at any time by logging into the Dealership’s Maverick account, clicking on “Manage Subscription” from the “Dashboard” landing page, and clicking on “Cancel your subscription.”

For further assistance Dealership may contact sales@mavsign.com or billing@mavsign.com, however cancellation of automatic renewal by any method other than through the Platform will only be effective as of the date actually received and confirmed by Maverick. Monthly Access and Term Subscriptions will begin on the date set forth in the Order and will terminate at the end of the month in which notice of termination is given. No refunds will be due on termination. The license to use the Maverick Platform will end at the end of the term.

Dealership may make payments via credit card, check, or recurring ACH debits. Payment by any method other than ACH will be subject to a processing fee. Dealership agrees to provide any information requested by Maverick to confirm Dealership’s payment method. Dealership agrees to pay for all services selected or provided as set forth in Maverick’s most current fee schedule at the time the services are provided regardless of funding outcome, customer willingness, or other unforeseen events that are not within Maverick’s control. For amounts not automatically withdrawn by Maverick, applicable fees will be payable to Maverick upon email receipt of invoice.

Payments not received by Maverick within thirty days from the date of the invoice will be considered past due. Dealership will provide and maintain an invoice billing email address and will notify Maverick of any changes in address so that there is no delay in payment. You will pay a charge for any payment not received within 30 days of the invoice date of 5% of the invoiced payment. Late charges will appear on your next invoice. All billing inquiries should be sent to billing@mavsign.com. Changes to Dealership’s billing information may be made in the Platform or by emailing billing@mavsign.com, however, any changes made via email will become effective after thirty days. All payments due to Maverick shall be paid in US currency. If Dealership becomes past due on its account to Maverick, Maverick reserves the right to take any, or all, of the following actions: (1) immediately suspend services and terminate Dealership’s access to the Platform until payment is made in full; (2) require a deposit in the amount of two (2) months of Dealership’s average monthly invoices; (3) commence collection action on outstanding amounts owed; or (4) any other action permitted by law or this Agreement.

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

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

Maverick does not review and takes no responsibility for any statement made in Dealership’s documents. Dealership is solely responsible for providing all necessary and completed documents for signature by Dealership’s customer. Dealer may not send any documents to Maverick that have blank spaces. Maverick is not responsible to complete any information in any Dealership document.

Maverick provides no other services, unless other tasks are requested by Dealership and Maverick has agreed to provide those additional tasks electronically or in writing in an Order.

Although the usage of our Products and or any combinations of protection we offer provides a high level of identity verification, the sophistication of fraudulent identification cards and synthetic identity improve each year. Therefore, Maverick’s Platform should only be used in conjunction with Dealership’s identity theft prevention program (“ITPP”) as required by the Federal Trade Commission’s Red Flags Rule.

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

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

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

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

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

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

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

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

In order to assist in the verification of Dealership’s customer’s identity, Dealership is responsible for informing and requiring Dealership’s customers to provide one (1) form of government issued picture identification at the time of signing Dealership’s documents. The government issued picture identification must contain a photo of the customer. All documents must be current and unexpired and all documents must be originals. Temporary and/or paper licenses (or other limited variations of driver’s licenses) will not be accepted, unless Dealership authorizes Maverick or a Secure Signing Agent otherwise. In the event a temporary and/or paper license is authorized by Dealer, Maverick reserves the right to require additional forms of verification. Prior to making a Selection, Dealership shall also obtain from Dealership’s customer copies of customer’s identification for examination, including picture identification, to compare with Dealership documents when Dealership’s documents are returned to Dealer.

When using Maverick’s VerifyID or similar software to assist in the verification of the Dealership’s customer’s identity, a link to complete Verify ID will be sent to Dealership’s Customer. Once completed the digital photograph provided by customer, and front and back photo of customer’s ID will be made available on Maverick’s Website and App for Dealership to review and compare to the ID provided to Dealership by Customer. It is Dealership’s responsibility to compare the Verify ID captured pictures and ID with the ID the Dealership collected from their customer.

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

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

Secure Signing Agents that are part of Maverick’s network undergo a background check verifying the Secure Signing Agent’s social security identification. The Secure Signing Agent’s criminal history will be requested through a check on the Nationwide Criminal Database and National Sex Offender Registry and the State Motor Vehicle Report. Secure Signing Agents are required to be a licensed notary and hold all necessary insurance, bonds, and current commission as required by each respective individual state requirements.

Maverick reserves the right to reject Dealership’s request for services if: (1) sufficient documentation has not been provided; (2) Dealership’s instructions are unclear or contradictory; (3) Dealership has a past due account;(4) Dealership or Dealership’s customer is threatening, intimidating, or otherwise uncooperative; or (5) for any other reason in Maverick’s sole discretion.

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

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

EXCEPT AS STATED HEREIN, MAVERICK EXPRESSLY DISCLAIMS ANY REPRESENTATION, WARRANTY OR SERVICE LEVEL, WHETHER EXPRESS, IMPLIED OR STATUTORY.

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

Dealership is responsible for independently verifying its customer’s identity consistent with industry practices and applicable law. The Maverick Platform can provide one component to assist Dealership with Dealership responsibility to detect red flags that signal identity theft and is not a substitute for Dealership’s obligation to maintain an Identity Theft Prevention Program (“ITPP”) under the Fair Credit Reporting Act. Please refer to Dealership’s ITPP and the FTC’s Red Flags Rule for Dealership compliance obligations. Dealership is responsible for responding in accordance with its ITPP after it has detected a red flag. Dealership is responsible for compliance with all applicable rules, regulations, and laws. Dealership agrees to send, transmit, or convey all information to Maverick through a secure portal or encrypted email.

Dealership agrees not to (1) modify, reverse engineer, or seek to gain unauthorized access to the Maverick Platform or related systems, data or source code, (2) bypass or circumvent measures designed to prevent or limit access to any part of the Maverick Platform, (3) rent, lease, provide access to or sublicense any elements of the Maverick Platform to a third party or use the Maverick Platform on behalf of or to provide services to third parties, (4) copy, modify or create derivative works of the Maverick Platform or remove any of Maverick’s proprietary notices, (5) access the Maverick Platform for competitive purposes or publish any benchmark or performance information about the Maverick Platform, or (6) use the Maverick Platform in any manner that could damage, disable, overburden, or impair the functioning of the Maverick Platform or interfere with, disrupt or negatively affect other users. Maverick owns all right, title and interest (including intellectual property rights) in and to the Maverick Platform and our related websites and technology. If you choose to give us feedback, suggestions or other inputs about the Maverick Platform, we may use them without restriction.

TO THE EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND ANY USE IS AT YOUR DISCRETION AND RISK. MAVERICK, ITS AFFILIATES AND ITS AND THEIR OWNERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, EXCEPT FOR THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. MAVERICK DOES NOT WARRANT THAT USE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY OF YOUR DATA WILL BE ACCURATE OR COMPLETE OR THAT MAVERICK WILL MAINTAIN ANY DATA WITHOUT LOSS.

TO THE EXTENT PERMITTED BY LAW, MAVERICK, ITS AFFILIATES AND ITS AND THEIR OWNERS WILL NOT BE RESPONSIBLE FOR: (1) ANY LOST PROFITS, LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, FINANCIAL LOSSES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR (2) ANY DAMAGES OR AMOUNTS EXCEEDING, IN THE AGGREGATE, THE AMOUNT YOU PAID US TO USE THE PLATFORM IN THE SIX MONTH PERIOD LEADING TO ANY CLAIM.

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

Dealership is responsible for independently maintaining an information security program consistent with industry standard practices and applicable law. Maverick will maintain the security of Dealership’s customer information while in its possession in accordance with applicable law. Dealerships remain obligated under applicable law to also maintain customer information security program. Maverick services do not satisfy Dealer’s independent obligations under applicable law.

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

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

Prior to filing any legal action against Maverick, you agree to provide Maverick a written description of the dispute and allow Maverick the opportunity to resolve the dispute within 30 days from the date Maverick is actually notified. During such period, you and Maverick agree to participate in good faith discussions and negotiations towards a mutually agreeable resolution.

The following terms are applicable for Term Subscription customers only

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

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

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

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

The claim notice must contain the following information:

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

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

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