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Terms of Service

TERMS OF SERVICE AGREEMENT

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT OR YOU DO NOT HAVE AUTHORITY TO BIND THE ENTITY FOR WHICH YOU ARE ENTERING INTO THIS AGREEMENT, DO NOT ACCESS THE SITE OR USE THE SERVICES IN ANY MANNER.

This Terms of Service Agreement (“Agreement”) is entered into between users (each, a “User,” including any party, whether an individual user or entity, (i) for which an account is registered, (ii) which order any Service (as defined herein), or (iii) which access the Site (as defined herein); regardless of whether such user has created a registered account) of the website PropLogix.com and any of its related or owned websites, forms, services, content, tools, information, communications, software, content, applications, functionalities, and features (collectively, the “Site”) and PropLogix, LLC (“PropLogix”).

This Agreement is effective as of the date the User accepts the terms of this Agreement or first accesses the Site. This Agreement sets forth the terms and conditions under which the User may use the Site and order the Services (as defined herein). By using the Site or ordering a Service, the Users agree to be bound by this Agreement.

PropLogix is (i) the developer and owner of a software platform known as PropLogix.com, which offers real estate software solutions, (ii) of other owned and/or related websites which provide real estate and similar industry products, services, and solutions, and which may be doing business under fictitious names, and (iii) a provider of real estate due diligence services. PropLogix is willing to provide the Services and allow Users the right to access and use the Site and/or order the Services on the terms and conditions set forth in this Agreement. In consideration of the promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. PURPOSE. The Site is intended to offer real estate and similar industry software solutions and facilitate the transmission of real estate due diligence, research, information and reports, which are offered by PropLogix (the “Services”). The Site is intended for use within the United States of America. The Agreement applies to the Services whether ordered through the Site or otherwise.

2. REGISTRATION. Users may be required to register to access and use the Site. If the User is registering on behalf of an entity, the User must have authority to bind such entity to the terms of this Agreement. Only the User that registered the account may access the Site utilizing that User’s account information and that User is responsible for all activity on that account, whether such activity occurs with or without that User’s knowledge. If required to access the Site, the User will apply for and obtain a username and password. The User shall select and maintain password strength and security characteristics in accordance with industry standards and any requirements or guidelines implemented from time to time by PropLogix, in its discretion. The User is responsible for maintaining the security and confidentiality of such username and/or password and shall immediately advise PropLogix in the event the same is jeopardized or if the User knows of or suspects any breach of security.

3. REPRESENTATIONS. The User represents that:

a. The User is at least eighteen (18) years of age,
b. The User will not access, export, or re-export the Site or the Services in or to a national or resident of any country to which the United States has embargoed goods or to anyone on the U.S. Treasury Customer’s list of Specially Designated Nations or the U.S. Commerce Customer’s Table of Denial Orders; the User is not located in, under the control of, or a national or resident of any such country of on any such list,
c. All information the User provides on the Site and/or when ordering the Services is complete and accurate,
d. The User will use the Site and the Services only in accordance with the above-stated purpose,
e. The User will maintain any minimum system requirements which may apply to the use of the Site,
f. Management of the User’s data, including any backup, storage or restoration management is the User’s responsibility,
g. The User will maintain security measures to protect the User’s registration and access information,
h. The User will comply with any and all applicable international, federal, and/or state laws, statutes, rules, regulations, and similar authority,
i. The User has authority to provide any and all information that the User inputs or enters into the Site or otherwise provides to PropLogix, whether it be the User’s own information or the information of a third party. The User understands that such information may be transmitted to other third parties in furtherance of the Services contemplated herein or for the collection of data and statistical information in the aggregate,
j. The User will not send spam or otherwise duplicative or unsolicited messages in violation of applicable laws, and
k. The User will act in an unoffensive, appropriate and reasonable manner with regard to interactions with PropLogix and any parties utilizing the Site.

4. SERVICE FEES AND PAYMENT PROCESSING. User shall pay or cause to be paid any and all fees due to PropLogix as agreed pursuant to User’s subscription and fee registration on the Site or as otherwise agreed in a separate statement of work between PropLogix and User. Upon receipt of an invoice or statement from PropLogix for the Services, the User shall pay or cause to be paid such invoice or statement within thirty (30) days thereof, unless other billing processes are required through the Site. In the event that PropLogix pays third party fees or expenses in the furtherance of the Services prior to payment from the User, the User shall reimburse PropLogix for the same. An order for Services may not be cancelled once submitted. The User is responsible for providing complete and accurate billing, address, and contact information to PropLogix and for keeping such information current. If the User believes a particular charge is incorrect, the User must advise PropLogix in writing within thirty (30) days following receipt of such invoice or statement. Unless otherwise specified, the charges owed hereunder shall not include taxes; the User shall be responsible for all sales, use, property, value added, or similar taxes based on the Services, as applicable.

PropLogix provides the ability for Users to submit payments via the Site and other methods of payment will be permitted in PropLogix’s sole discretion. With respect to credit card payments, PropLogix accepts Visa, MasterCard, American Express, and Discover. All invoice and statement amounts are in US Dollars, and all payments, including credit card charges, must be made in US Dollars. Any foreign currency fees will be charged by the User’s credit card company and PropLogix is not responsible for fluctuations due to exchange rates; differences shall not be refunded.

In addition to any other rights available to it at law or equity, PropLogix reserves the right to terminate or suspend the User’s access to the Service if the User’s account becomes delinquent. User’s account may be considered delinquent in PropLogix’s discretion in the event that it has past-due balances for any Services. Delinquent amounts are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including PropLogix’s attorneys’ fees. Any checks returned for insufficient funds are subject to a reasonable return charge.

5. INTELLECTUAL PROPERTY. PropLogix owns any and all right, title and interest in and to all of the intellectual property of PropLogix, including but not limited to software, programs, code, API, documentation, databases, development tools, know-how, methodologies, processes, data, media (including but not limited to any and all photographs and images contained therein), information, designs and aesthetic layouts, content and technologies, and all present and future worldwide copyrights, trademarks, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights thereof, and improvements or modifications to any of the foregoing items, related to the Site and the Services (the “Intellectual Property”).

PropLogix grants no rights to any User or any other individual or entity in the Intellectual Property, and grant Users only the limited, non-exclusive, revocable license to use the Site and the Services pursuant to the terms contained herein. PropLogix reserves all rights not expressly granted in this Agreement. No User is permitted to reverse engineer, disassemble, reproduce, copy, duplicate, sell, resell, reformat, partition, bundle, repackage, distribute, “white-label,” create derivative works based on, or otherwise manipulate, translate, or use the Intellectual Property or any other information contained on the Site or any of the Services.

In the event that the User requests or suggests any modification, adaption, change, alteration, enhancement or improvement to the Site or the Services (each, a “Change”), the User agrees that PropLogix has no obligation to make such Change. However, if PropLogix elects to make a Change, the same shall be and remain the sole property of PropLogix and subject to the terms of this Agreement.

This Agreement is non-exclusive to PropLogix and nothing in this Agreement shall preclude PropLogix from marketing, selling, licensing or maintaining the Services for the benefit of any other users or parties.

6. BRAND USAGE. The User will not use the name, including registered and fictitious names, trademarks, branding, logos, etc. of PropLogix or any of its sub-brands, affiliates, or subsidiaries, in any manner or for any purpose, nor will the User in any way remove, alter, modify, or reformat, any branding or logos of PropLogix which appear on any of the Services or information transmitted via the Site. PropLogix may utilize the User’s branding, trademarks, and logos only with the User’s prior written authorization.

7. PRIVACY. PropLogix’s Privacy Policy applies to use of this Site and the Services, and its terms are made a part of this Agreement by this reference. The Privacy Policy is posted on the Site.

8. THIRD PARTY ACCESS. PropLogix may provide any and all information furnished by Users to third parties and other vendors, which may or may not be affiliated with PropLogix, in furtherance of processing the Services or providing functionality for the Site. PropLogix may provide links to websites or services of third parties; such provision does not constitute an endorsement of such third party sites and the User is responsible for compliance with such third party’s terms or conditions of use or similar agreements, if any.

9. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY. THE SITE AND THE SERVICES ARE PROVIDED ON AN AS-IS, AS-AVAILABLE BASIS. PROPLOGIX MAKES NO REPRESENTATIONS REGARDING, AND HEREBY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE AND THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONTINUITY, PERFORMANCE, QUALITY, COMPLETENESS OR ACCURACY, OR THOSE WHICH MAY ARISE BY COURSE OF DEALING OR COURSE OF TRADE. PROPLOGIX MAKES NO REPRESENTATION AS TO THE LEGALITY, ADEQUACY, SUFFICIENCY, SUITABILITY OR APPROPRIATENESS OF USE OF THE SERVICES IN ANY PARTICULAR INDUSTRY, FOR ANY PARTICULAR PURPOSE, OR IN ANY GEOGRAPHIC AREA.

PROPLOGIX SHALL NOT BE LIABLE TO ANY PARTY, INCLUDING ANY USER, FOR ANY SPECIAL, DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS OR LOSS OF INFORMATION, OR ANY OTHER DAMAGES, CLAIMS, LOSSES, LIABILITY, EXPENSES OR COSTS ARISING FROM OR RELATED TO ANY PARTY’S USE OF OR RELIANCE ON THE SITE, THIS AGREEMENT, OR THE SERVICES, OR ANY ERROR, OMISSION OR FAULT RELATED TO THE SAME, OR THE ACTIONS, ERRORS, OMISSIONS OR NEGLIGENCE OF ANY VENDOR OR THIRD PARTIES USED OR REFERRED BY PROPLOGIX IN FURTHERANCE OF PROVIDING THE SERVICES CONTEMPLATED HEREIN, INCLUDING BUT NOT LIMITED TO MUNICIPALITIES AND GOVERNMENT DEPARTMENTS, HOMEOWNERS/ CONDOMINIUM ASSOCIATIONS AND SIMILAR ASSOCIATIONS, PUBLIC AND PRIVATE DATA AND RECORD PROVIDERS, SURVEYORS, SERVICE CONTRACTORS, SOFTWARE INTEGRATION PROVIDERS, AND PAYMENT PROCESSING (INCLUDING CREDIT CARD) VENDORS. THE FOREGOING APPLIES REGARDLESS OF WHETHER PROPLOGIX HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGES OR LOSS AND REGARDLESS OF THE FORM OF ACTION.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE MAXIMUM LIABILITY OF PROPLOGIX WITH RESPECT TO ANY OF ITS SERVICES IS LIMITED TO DIRECT MONETARY DAMAGES NOT TO EXCEED THE AMOUNT PAID FOR SUCH SERVICE, OR IN THE EVENT OF ANY CLAIM NOT RELATED TO A SERVICE, THEN TO THE AMOUNT OF FIVE HUNDRED DOLLARS ($500.00). ANY AND ALL CLAIMS SOUGHT AGAINST PROPLOGIX INVOLVING, ARISING FROM, OR RELATED TO THE SITE OR THE SERVICES MUST BE BASED SOLELY IN CONTRACT.

NO PROPLOGIX PERSONNEL, REPRESENTATIVE, AGENT, OR EMPLOYEE MAY PROVIDE LEGAL REPRESENTATION, OR A LEGAL OPINION OR LEGAL GUIDANCE CONCERNING ANY PROPLOGIX PRODUCT OR SERVICE. PROPLOGIX IS NOT, AND IS NOT ACTING AS, A TITLE INSURER, TITLE/SETTLEMENT/ ESCROW AGENT, REAL ESTATE BROKER OR SALESPERSON, OR FINANCIAL INSTITUTION. PROPLOGIX IS NOT A LICENSED SURVEYOR IN ANY STATE AND IS NOT ACTING AS A SURVEYOR IN THE PROVISION OF ITS SURVEY FACILITATION SERVICES.

NONE OF THE SERVICES CONSTITUTE TITLE INSURANCE, AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION, OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE SERVICES DO NOT PROVIDE THE BENEFIT OR PROTECTION AFFORDED BY A POLICY OF TITLE INSURANCE. THE PROCEDURES USED BY PROPLOGIX IN THE CREATION OF ANY TITLE-RELATED SERVICES, INCLUDING TITLE SEARCHES, REPORTS, AND RELATED DRAFT DOCUMENTS, ARE PROPRIETARY TO PROPLOGIX, WERE PERFORMED SOLELY FOR THE BENEFIT OF THE USER THAT ORDERED SUCH SERVICE, AND CREATE NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED. PROPLOGIX MAKES NO REPRESENTATION AS TO THE SUITABILITY OF ISSUANCE OF INSURANCE WITH RESPECT TO ANY OF ITS TITLE-RELATED SERVICES; EXAMINATION, ACCURACY AND COMPLETENESS OF A PRELIMINARY TITLE COMMITMENT, PRELIMINARY REPORT, OR SIMILAR REPORT TO BE USED FOR THE ISSUANCE OF TITLE INSURANCE IS THE RESPONSIBILITY OF THE USER THAT ORDERED SUCH SERVICE.

THE SERVICES ARE NOT AN APPRAISAL OF ANY PROPERTY, AND DO NOT INCLUDE AND SHOULD NOT BE USED IN LIEU OF A PHYSICAL OR VISUAL INSPECTION OF ANY PROPERTY. THE SERVICES ARE NOT AN ANALYSIS OF CURRENT MARKET CONDITIONS. THE SERVICES DO NOT CERTIFY ANY MINERAL INTERESTS, TAXES OR LEASES, WHETHER PRODUCTIVE OR NONPRODUCTIVE.

SUMMARY PAGES PROVIDED IN CONJUNCTION WITH ANY PRODUCT OR SERVICE ARE NOT INTENDED TO BE RELIED UPON IN LIEU OF REVIEW OF THE ENTIRE RELATED REPORT OR DOCUMENTATION PROVIDED THEREWITH. INFORMATION, INCLUDING FEES, PROVIDED IN ANY PRODUCT OR SERVICE ARE ONLY VALID AS OF THE DATE SUCH INFORMATION WAS RECEIVED. USER IS RESPONSIBLE FOR DIRECTLY VERIFYING FINAL AMOUNTS AND FEES DUE AT THE TIME OF PAYMENT, INCLUDING BUT NOT LIMITED TO PAYMENTS DUE TO ANY GOVERNMENT OR MUNICIPAL DEPARTMENT, ASSOCIATION, OR LENDER.

TO THE EXTENT THAT THE APPLICABLE JURISDICTION DOES NOT PERMIT THE LIMITATION OF LIABILITY SET FORTH HEREIN, PROPLOGIX’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM AMOUNT PERMITTED BY LAW IN SUCH JURISDICTION.

USER ACKNOWLEDGES THAT PROPLOGIX WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS CONTAINED IN THIS SECTION.

10. INDEMNIFICATION. The User agrees to defend, indemnify and hold harmless PropLogix (including its officers, directors, members, managers, representatives, employees, agents, affiliates, subsidiaries, successors and assigns) from and against all third party liabilities, damages, claims, losses and expenses, including attorneys’ fees and expenses, related to or arising from the User’s use of the Site or Services or violation of this Agreement, including but not limited to (i) any of the User’s communications transmitted in any way by, through or from the Site, (ii) the User’s negligent, wrongful or improper acts, errors, or omissions, (iii) injuries to or the death of any person, and any damage to or loss of property, (iv) claims of infringement of any intellectual property rights, (v) any harmful code, malware, corruption, virus, worm, or Trojan Horse transmitted to the Site, (vi) the User’s breach of any representation, warranty, covenant or agreement contained in this Agreement, (vii) the User’s use, the use by any third party under User’s account, or which is related to User’s use, of the Site or the Services.

11. MODIFICATION. PropLogix reserves the right to make changes to, suspend, or terminate the Site in whole or in part at any time. PropLogix may make changes to this Agreement at any time, effective immediately upon being posted to the Site. By continuing to use the Site or order the Services after any changes to this Agreement, the User accepts and agrees to such changes. Users have no authority to make any change or modification to this Agreement and any terms varying from this Agreement in any written or electronic communication from the User are void. Should any modification or update to this Agreement be deemed ineffective or invalid for any reason, then the prior version of this Agreement will remain valid and in effect.

12. TERM. PropLogix may, in its sole discretion (and in addition to any other remedies that may be available), suspend or terminate any User’s account or access to the Site or Services. Upon such suspension or termination, User’s access to the Site and use of the Services will automatically and immediately cease. PropLogix will be entitled to any compensation or other amounts earned with respect to the Services, as well as any interest, late charges, or other amounts owed, through the effective date of such suspension or termination. In the event that PropLogix terminates or suspends User’s access to the Site or Services other than for User’s material breach of this Agreement (including, but not limited to, User’s failure to make any due and outstanding payments), PropLogix shall prorate any applicable prepaid subscription fees paid by User. In the event of suspension or termination of User’s account or access to the Site or Services, at the request of the User within thirty (30) days following such termination or suspension, PropLogix shall use commercially reasonable efforts to transition any of User’s stored files, contents, data, and information to User and may thereafter, in the sole discretion of PropLogix, delete User’s account (including any stored files, contents, data, and information). Notwithstanding such suspension or termination, the terms of this Agreement shall continue to govern with respect to the Site and the Services and any provision of this Agreement which, by its nature is reasonably intended to survive beyond the termination of this Agreement shall so survive.

13. NO RELATIONSHIP. The User and PropLogix are independent parties. This Agreement does not create an agency, representative, broker, employee, partner, joint venture, franchise, or any other similar relationship between the parties.

14. NOTICES. Notices shall be sent by mail to PropLogix at its corporate headquarters to the address posted on the Site, or to such other address as may be designated from time to time. Notices shall be addressed to the attention of the PropLogix Legal Department and a copy shall be sent via e-mail to . Notices directed to the PropLogix general customer base may be posted on the Site, sent by e-mail to the most current e-mail address provided in User’s registration information or on record with PropLogix, or sent by mail. Notices to be sent to the User specifically shall be sent by mail. Any notices required to be sent by mail shall be sent (i) if to User, to the most current address provided in User’s registration information or on record with PropLogix, and (ii) by certified or registered mail, return receipt requested, and shall be deemed delivered the date it is delivered to recipient’s address or upon which delivery to recipient’s address is refused. Any questions regarding this Agreement may be directed to .

15. SEVERABILITY. All of the terms and provisions contained in this Agreement are severable and, in the event that any portion or provision of this Agreement shall to any extent be deemed unenforceable or invalid by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared unenforceable or invalid, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

16. CHOICE OF LAW. This Agreement shall be governed, construed and interpreted by and in accordance with the laws of Florida, without reference to its principles of conflicts of laws. Any actions concerning enforcement of this Agreement or in any way relating to the subject matter of this Agreement shall be litigated only in Sarasota County, Florida or the United States District Court for the Middle District of Florida, as applicable. The User expressly agrees to submit to such jurisdiction and venue for the purposes of this Agreement.

17. ATTORNEY’S FEES. Should either party to this Agreement seek to resolve a dispute under this Agreement by litigation, arbitration or other alternative dispute procedures, the prevailing party shall be entitled to recover all expenses, including, without limitation, reasonable attorneys’ fees and expenses, including appellate fees and expenses, incurred with enforcing such party’s rights under this Agreement.

18. SPECIFIC PERFORMANCE. The User agrees that (i) PropLogix has special and unique rights in this Agreement, the Site, and the Services, (ii) that a breach of this Agreement may not be adequately compensated by money damages, (iii) that PropLogix has the right to specifically enforce this Agreement (including, where appropriate, by injunctive relief), and (iv) that specific enforcement shall not limit any other rights or remedies to which PropLogix may be entitled.

19. ASSIGNMENT. PropLogix may assign its rights under this Agreement without the consent of or prior notice to the User. User may not transfer or assign any rights granted hereunder without the prior written consent of PropLogix. For purposes of this Agreement, a sale of a controlling interest in User’s equity securities or other change in control transaction shall be deemed and assignment hereunder.

20. NO THIRD PARTY BENEFICIARIES. No other person or party shall be a beneficiary hereof or have any rights hereunder, and no rights are conferred by this Agreement upon any other person or party.

21. WAIVER. PropLogix’s waiver or failure to exercise or enforce any right or provision of this Agreement, or any course of performance or dealing, will not be deemed a future waiver of such right or provision.

22. FORCE MAJEURE. PropLogix shall be excused from delay or failure to perform hereunder in the event such delay or obstruction of performance is caused by an Act of God, war, riot, fire, natural disaster, terrorism, governmental laws or regulations, epidemic or pandemic, or other cause beyond the reasonable control of PropLogix.

23. CONSTRUCTION. The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party.

24. SECTION HEADINGS. Section headings contained in this Agreement are for convenience only and shall in no manner be construed as part of this Agreement.

25. ENTIRE AGREEMENT. This Agreement and the Privacy Policy constitute the entire and exclusive agreement between the parties hereto with respect to the provision of the Site and the Services and the User’s use thereof. Notwithstanding the foregoing, if User has entered into a separate, signed agreement with PropLogix which contains terms that specifically and expressly conflict with those contained herein, the terms of such other agreement shall control. In the event of any conflict between this Agreement and any statements on the Site or any sales, marketing or advertising materials or representations, such statements, materials, or representations shall not bind PropLogix and the terms of this Agreement shall govern.

END OF TERMS OF SERVICE AGREEMENT
July 10, 2020