Last updated: July 23, 2026
These Terms of Service (“Terms”) govern your access to and use of the website at tessescrow.com and the TESS Core software platform and related services provided by TESS Systems, Inc., doing business as TESS Escrow Software (“TESS,” “we,” “us,” or “our”). By accessing the website or using the Services, you agree to these Terms.
If you are entering into these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, and “you” refers to that entity.
If your organization has signed a separate written agreement with TESS covering the Services, that agreement controls to the extent it conflicts with these Terms.
TESS provides escrow software, including the TESS Core platform, together with related implementation, configuration, training, and support services. TESS also offers operational setup assistance to organizations establishing or operating escrow divisions.
TESS is a software and services provider. TESS is not an escrow agent, escrow holder, title insurer, lender, or law firm. TESS does not hold, control, or disburse trust funds or transaction proceeds, and does not act as a party to any escrow.
The Services are intended for use by businesses and licensed professionals. You are responsible for ensuring that your use of the Services complies with all laws, regulations, and licensing obligations that apply to your business, which may include the California Escrow Law, regulations of the California Department of Financial Protection and Innovation, the Real Estate Law and regulations of the California Department of Real Estate, the Real Estate Settlement Procedures Act, and applicable federal and state privacy and financial-services laws.
You are solely responsible for the accuracy of the data you enter into the Services, for verifying the output of the Services before relying on it, and for maintaining your own records as required by law. Nothing in the Services relieves you of any obligation to independently verify figures, instructions, disbursements, or filings.
You must provide accurate account information and keep it current. You are responsible for maintaining the confidentiality of account credentials and for all activity occurring under your account. You must promptly notify TESS of any suspected unauthorized access.
You are responsible for provisioning and de-provisioning user access within your organization, including promptly removing access for personnel who leave or change roles.
As between you and TESS, you own all data, documents, and content that you or your users submit to the Services (“Customer Data”). You grant TESS a limited, non-exclusive license to host, process, transmit, display, and back up Customer Data solely to provide and support the Services, to maintain security, and as otherwise permitted in writing by you or required by law.
TESS processes Customer Data as a service provider on your behalf. TESS does not use Customer Data for its own marketing purposes and does not sell Customer Data. Our handling of personal information is described in our Privacy Policy.
On termination or expiration, TESS will make Customer Data available for export in a commercially reasonable machine-readable format for thirty (30) days. After that period, TESS may delete Customer Data from active systems within ninety (90) days, subject to retention required by law and to residual copies retained in routine backups until those backups expire in the ordinary course.
You are responsible for exporting and retaining any records you are required to keep under applicable law, including record-retention obligations imposed on licensed escrow agents and real estate brokers in California. TESS is not a system of record for your regulatory recordkeeping obligations.
You agree not to:
Fees for the Services are as set out in your order form, quote, or written agreement with TESS. Unless your order form states otherwise:
If you dispute an invoice in good faith, you must notify TESS in writing before the due date and pay all undisputed amounts. The parties will work in good faith to resolve the disputed portion promptly.
Unless stated otherwise, fees are exclusive of taxes, and you are responsible for applicable taxes other than taxes on TESS’s income.
Unless your order form states otherwise, the initial subscription term is twelve (12) months beginning on the start date identified in your order form. The subscription automatically renews for successive twelve (12) month terms unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
TESS may suspend access to the Services if we reasonably believe suspension is necessary to protect the security or integrity of the Services, to prevent harm to other customers, or where required by law, or in the event of non-payment following notice. We will use reasonable efforts to provide advance notice where practicable.
Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice.
Each party may receive confidential information of the other. The receiving party will use the disclosing party’s confidential information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and advisors bound by confidentiality obligations, or as required by law with prompt notice where legally permitted.
Confidential information does not include information that is or becomes public through no fault of the receiving party, was rightfully known without restriction, or is independently developed.
TESS and its licensors retain all right, title, and interest in and to the Services, including all software, documentation, designs, and trademarks. No rights are granted except the limited right to use the Services as expressly set out in these Terms.
If you provide feedback or suggestions, TESS may use them without restriction or obligation to you.
The Services may integrate with or link to third-party products and services. TESS does not control and is not responsible for third-party products or services, and your use of them is governed by their own terms.
Information provided through the Services, including templates, forms, checklists, guides, and setup assistance, is provided for general informational and operational purposes only. It does not constitute legal, tax, accounting, regulatory, or compliance advice, and it does not create an attorney-client or fiduciary relationship.
In California, an in-house or broker-owned escrow operated under the broker exemption is permitted only when it is incidental to a transaction in which the broker is acting as an agent or party, and remains subject to Department of Real Estate requirements and to federal and state restrictions on compensation for the referral of settlement-service business. Determining whether your intended structure qualifies, and maintaining compliance on an ongoing basis, is your responsibility. You should consult qualified counsel.
Except as expressly stated in a written agreement signed by TESS, the Services are provided “as is” and “as available.” To the maximum extent permitted by law, TESS disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
TESS does not warrant that the Services will be uninterrupted, error-free, or that they will meet every regulatory requirement applicable to your business.
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, business interruption, or loss of goodwill, arising out of or relating to these Terms or the Services, regardless of the theory of liability and even if the party has been advised of the possibility of such damages.
Except as provided in Sections 14.3 and 14.4, each party’s total aggregate liability arising out of or relating to these Terms and the Services will not exceed the total fees paid or payable by Customer to TESS under these Terms during the twelve (12) months immediately preceding the event giving rise to the claim.
Where more than one claim arises, the cap applies in the aggregate across all claims and does not reset per claim.
For claims arising out of a breach of Section 9 (Confidentiality) or out of a security incident resulting in unauthorized access to or disclosure of Customer Data, each party’s total aggregate liability will not exceed two (2) times the amount stated in Section 14.2.
The limitations in Sections 14.1 through 14.3 do not apply to:
These exclusions are included because California Civil Code section 1668 provides that contracts exempting a party from responsibility for fraud, willful injury, or violation of law are against public policy. A limitation drafted without them risks being held unenforceable in whole rather than merely reduced.
The parties acknowledge that the limitations and exclusions in this Section 14 reflect an agreed allocation of risk between them, that the fees for the Services were set in reliance on that allocation, and that these provisions will apply even if a limited remedy is found to have failed of its essential purpose.
You agree to defend, indemnify, and hold harmless TESS from third-party claims arising out of your use of the Services in violation of these Terms or applicable law, or arising out of Customer Data.
TESS agrees to defend, indemnify, and hold harmless Customer from third-party claims alleging that the Services, as provided by TESS and used in accordance with these Terms, infringe a United States patent, copyright, trademark, or trade secret. This obligation does not apply to claims arising from Customer Data, from modifications not made by TESS, from use of the Services in combination with items not supplied by TESS where the claim would not have arisen but for the combination, or from use of the Services in violation of these Terms.
If the Services become, or in TESS’s reasonable opinion are likely to become, the subject of an infringement claim, TESS may at its option procure the right for Customer to continue using the Services, modify or replace the Services so they are non-infringing while materially preserving functionality, or terminate the affected Services and refund any prepaid fees for the unused portion of the term.
Each party’s indemnification obligations are conditioned on the indemnified party promptly notifying the indemnifying party of the claim, granting sole control of the defense and settlement, and providing reasonable cooperation at the indemnifying party’s expense. The foregoing states each party’s entire liability and exclusive remedy for third-party infringement claims.
These Terms, and any dispute arising out of or relating to these Terms or the Services, are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions in this Section 16.
Before initiating arbitration, the party raising a dispute will send the other party a written Notice of Dispute describing the nature of the claim and the relief sought. Notices to TESS should be sent to 615 Las Tunas Dr. Suite M, Arcadia, CA 91007, and to sales@tessescrow.com. The parties will attempt in good faith to resolve the dispute for thirty (30) days after the Notice of Dispute is received. This informal process is a condition precedent to commencing arbitration, and the applicable limitations period is tolled during it.
If the dispute is not resolved within that thirty (30) day period, the dispute will be resolved exclusively by final and binding arbitration, rather than in court, except as provided in Section 16.7.
The arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, as modified by these Terms. The arbitration will be conducted by a single arbitrator. The seat and location of the arbitration will be Los Angeles County, California, provided that the arbitrator may permit telephonic, video, or documents-only proceedings where appropriate, and that no party will be required to travel to attend a hearing that could reasonably be conducted remotely.
The arbitrator’s award will be in writing, will state the essential findings and conclusions on which it is based, and may be entered as a judgment in any court of competent jurisdiction.
The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or part of these Terms is void or voidable, except that a court has exclusive authority to decide any question concerning the enforceability or scope of the class action waiver in Section 16.5.
All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate the claims of more than one party and may not preside over any form of class or representative proceeding. If this waiver is found unenforceable as to a particular claim or request for relief, that claim or request for relief must be severed and brought in a court of competent jurisdiction, and the remainder of this Section 16 will continue to apply to all other claims.
If twenty-five (25) or more demands for arbitration raising substantially similar claims are filed against TESS by or with the assistance of the same counsel or coordinated entities, the parties agree that the demands will be administered in sequential batches of no more than fifty (50) demands, with a single arbitrator appointed to each batch, and that the resolution of each batch will inform the resolution of subsequent batches. Filing and administrative deadlines are tolled for demands awaiting assignment to a batch.
Notwithstanding the foregoing, the following are not subject to arbitration:
For any dispute not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California, and waive any objection based on inconvenient forum.
Filing, administrative, and arbitrator fees will be allocated in accordance with the AAA rules. However, where the claimant is an individual rather than a business entity and the amount in controversy is less than $25,000, TESS will pay all filing, administrative, and arbitrator fees in excess of the amount the claimant would have paid to file the claim in a court of competent jurisdiction. TESS will not seek recovery of those fees from the claimant.
Each party will otherwise bear its own attorneys’ fees and costs, except that the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party to the extent permitted by applicable law or by the parties’ written agreement, or where a claim or defense is found to have been frivolous or brought for an improper purpose.
The parties will keep the existence, content, and results of any arbitration confidential, except as necessary to enforce or challenge an award, as required by law or regulatory authority, or as reasonably necessary to obtain professional advice or insurance coverage.
To the extent any dispute proceeds in court rather than arbitration, each party knowingly and voluntarily waives any right to a trial by jury.
If any portion of this Section 16 is found unenforceable, that portion will be severed and the remainder will continue in full force and effect, except that if the class action waiver in Section 16.5 is found unenforceable in its entirety, then this Section 16 will be null and void as to the affected claims.
This Section 16 survives termination of these Terms and of your use of the Services.
We may modify these Terms from time to time. We will update the “Last updated” date above, and where changes are material we will provide reasonable advance notice. Continued use of the Services after changes take effect constitutes acceptance.
Entire agreement. These Terms, together with any written agreement or order form between the parties and the Privacy Policy, constitute the entire agreement regarding the Services.
Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
Assignment. You may not assign these Terms without our prior written consent, except to a successor in connection with a merger or sale of substantially all assets. TESS may assign these Terms to an affiliate or successor.
Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or fiduciary relationship.
TESS Systems, Inc. dba TESS Escrow Software
615 Las Tunas Dr. Suite M
Arcadia, CA 91007
(424) 274-2773
sales@tessescrow.com