No Hero

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 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”). Users are defined as 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, regardless of whether such user has created a registered account.

 

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

 

1. SERVICES. The Site and services offered therein provide a platform and workflow management for generating, managing, and submitting FinCEN real estate reports (the “Services”). Subject to this Agreement and any applicable written order form or statement of work, PropLogix hereby grants User a non-exclusive, non-transferable, limited right to access and use the Services for User’s internal FinCEN real estate reporting purposes. User shall only use the Services as specifically set forth herein or in a written applicable order form or statement of work. Nothing shall create a right or license for the benefit of User except as expressly granted herein, and any rights not expressly granted to User are reserved by PropLogix for its own use and benefit.

 

2. USE REQUIREMENTS. User’s clients that access or use the Services may be required to comply with client terms presented at the time the client logs in to the Site or provides information to PropLogix in furtherance of FinCEN real estate reporting, and PropLogix may decline to process any FinCEN real estate reporting order if the client does not agree to such terms. The Services are not intended to be used: (i) as a factor in establishing an individual’s eligibility for credit, insurance (other than title insurance as contemplated herein), or employment; (ii) in connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority; (iii) in connection with underwriting any individual insurance; or (iv) in a way that would cause the Services to constitute or be construed as a “consumer report” under the Fair Credit Reporting Act, 15 U.S.C. Section1681, et seq. or similar federal or state statute.

 

The Agreement applies to the Services whether ordered through the Site or otherwise. The User represents that the User is at least eighteen years of age, and 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. The Site is intended for use within the United States of America. 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. The User will not send spam, bulk, duplicative or unsolicited messages through the Site, nor will User use the Site or Services in any manner that could be construed as offensive, inappropriate, unethical, harassing, defamatory, or libelous. The User will comply with any and all applicable international, federal, and/or state laws, statutes, rules, regulations, and similar authority, including any license or authorization requirements applicable to User’s use of the Services.

 

The User has authority to provide, and warrants the accuracy of, 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 accessed by or transmitted to other third parties in furtherance of the Services contemplated herein.

 

3. 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 order form or 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. Unless otherwise agreed in writing, (i) 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; (ii) an order for Services may not be cancelled once submitted; (iii) refunds will not be provided once Services have been rendered, and (iv) 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 (and its clients) to submit payments via the Site, and other methods of payment will be permitted in PropLogix’s sole discretion. All credit card transactions are processed through a PCI-DSS compliant payment gateway provider. PropLogix does not store full credit card numbers or CVV codes on its servers. 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.

 

PropLogix may, based on an increase in cost for data acquisition, information, or any other material required to provide the Services, or as a result of an Consumer Price Index change, increase the fees it charges for the Services; provided, however, that PropLogix shall give User at least thirty (30) days’ prior written notice of the price increase effective date.

 

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.

 

4. INTELLECTUAL PROPERTY. As between User and PropLogix, 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”). For clarity, the Intellectual Property does not include non-public data that is input into the Site or provided in furtherance of fulfillment of Services by User, and to which, as between User and PropLogix, User shall retain all right, title, and interest.

 

PropLogix reserves all rights not expressly granted in this Agreement. No User is permitted to reverse engineer, disassemble, reproduce, rebrand or debrand, copy, duplicate, sell, resell, relicense, 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. User further may not access or use the Services, the Site, or any related products or deliverables to create, develop, train, supplement, or enhance any machine learning, artificial intelligence, or other technology-based process, system, model, platform, software, or rule-based engine.

 

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.

 

5. SECURITY. If required to access the Site, the User will create a username and password meeting strength and security characteristics in accordance with industry standards and any requirements or guidelines implemented from time to time by PropLogix, in its discretion. Users must log out of their account after accessing the Services. 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. PropLogix and its affiliates or subcontractors, which may be located in or outside of the United States, may access User’s account as necessary to provide support, perform account administration, process the Services, and for other purposes in furtherance of provision of the Services. PropLogix shall remain responsible for the Services provided by, through, or with the assistance of such affiliates or subcontractors, subject to limitations of liability provided within this Agreement. PropLogix shall maintain industry standard security protocol, consistent with the requirements of applicable privacy laws, including the Gramm-Leach-Bliley Act of 1999 and other similar privacy regulations.  In the event of a data or security breach, PropLogix will reasonably comply with relevant applicable laws regarding notice, credit monitoring, and other necessary remedial action.

 

6. CONFIDENTIALITY. Each party agrees that it will not use, disseminate, reproduce or permit to be used, disseminated or reproduced, or in any way disclose, the other party’s Confidential Information to any person or entity except as required by law or as necessary to those of its employees, affiliates, representatives, and contractors who have agreed to be bound by confidentiality obligations substantially identical to those set forth in this Agreement. Each party shall treat all Confidential Information disclosed to it in connection with this Agreement as strictly confidential using commercially reasonable measures at least equal to those used by such party with respect to its own Confidential Information. The restrictions on the use and disclosure of Confidential Information set forth herein shall not apply to any particular Confidential Information when and to the extent that it: (i) is or becomes generally available to the public through no fault of the receiving party (or anyone acting on its behalf); (ii) was previously disclosed to the receiving party without knowledge by the receiving party (after due inquiry) of any obligation to keep it confidential; (iii) is subsequently disclosed to the receiving party by a third party who, to the receiving party’s knowledge after due inquiry, has the right to transfer and disclose the information without restriction and free of any obligation to keep it confidential; (iv) is independently developed by the receiving party or a third party without reference or access to the disclosing party’s Confidential Information; or (v) is otherwise agreed upon by the Parties in writing not to be subject to the restrictions set forth in Section. As used in this Section, Confidential Information means non-public or proprietary information relating to this Agreement or the Services that should be understood by a reasonable person to be confidential in nature, provided by a party or on its behalf. Either party may disclose Confidential Information of the other party if required to do so as a matter of law, regulation, or court process or order, provided that: (i) the receiving party shall use reasonable efforts to provide the disclosing party with at least ten (10) business days prior notice of such disclosure, unless prohibited by law, regulation, or court process or order, (ii) the receiving party shall disclose only that portion of the Confidential Information that is legally required to be furnished, and (iii) the receiving party shall use reasonable efforts to seek from the third party to which the information must be disclosed confidential treatment of the disclosed Confidential Information, all at the direction and cost of the disclosing party.

 

7. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, ORDER FORM, OR STATEMENT OF WORK:

 

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. THE FOREGOING APPLIES REGARDLESS OF WHETHER PROPLOGIX HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGES OR LOSS AND REGARDLESS OF THE FORM OF ACTION.

 

NO PROPLOGIX PERSONNEL, REPRESENTATIVE, AGENT, OR EMPLOYEE MAY PROVIDE LEGAL REPRESENTATION, OR A LEGAL OPINION OR LEGAL GUIDANCE CONCERNING ANY PROPLOGIX PRODUCT OR SERVICE. SPECIFICALLY WITH RESPECT TO FINCEN REAL ESTATE REPORTING SERVICES, PROPLOGIX CANNOT ASSIST USERS OR THEIR CLIENTS WITH TRANSACTION-SPECIFIC QUESTIONS. THE SERVICES ARE NOT INTENDED TO PROVIDE FINANCIAL, REGULATORY, COMPLIANCE, OR LEGAL ADVICE OR GUIDANCE. USER IS RESPONSIBLE FOR REGULATORY DETERMINATIONS AND THE ACCURACY, RELIABLITY, TIMELINESS, AND COMPLETENESS OF INFORMATION PROVIDED BY USER AND ITS CLIENTS. 

 

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND EXCEPT FOR VIOLATIONS OF INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION, EACH PARTY’S CUMULATIVE LIABLITY TO THE OTHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY ORDER FORM OR STATEMENT OF WORK SHALL BE LIMITED TO THE DIRECT MONETARY DAMAGES INCURRED BY THE OTHER PARTY IN AN AMOUNT NOT TO EXCEED TWO HUNDRED THOUSAND DOLLARS ($200,000.00).

 

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.

 

8. INDEMNIFICATION. In the event a party hereto is required to indemnify (“Indemnitor”) the other party (“Indemnitee”), the Indemnitee will give prompt written notice of the claim to Indemnitor; provided, however, that Indemnitee’s failure to provide such notice shall not relieve Indemnitor of its obligations hereunder unless such failure has a material adverse impact on the Indemnitor’s ability to mitigation loss or damage related to the claim. Indemnitor will be entitled to assume and control the defense of the claim with counsel reasonably acceptable to Indemnitee, at Indemnitor’s expense. Indemnitor shall not settle any claim unless the settlement includes an unconditional release of Indemnitee from all liability with respect to the claim, does not subject Indemnitee to any injunctive relief or equitable remedy, and does not include an admission of fault or liability on behalf of Indemnitee. Indemnitee shall be permitted to join in the defense of such claim with counsel of Indemnitee’s choosing, at Indemnitee’s own expense. If Indemnitor fails to notify Indemnitee of its desire to assume the defense of any such claim within ten (10) days following receipt of notice of the claim, then Indemnitee may assume the defense of any such claim, in which event it may do so in such manner as it may deem appropriate at Indemnitor’s expense. Indemnitee shall provide reasonable assistance to Indemnitor (at Indemnitor’s expense to the extent any reasonable third-party/out-of-pocket costs are incurred by Indemnitee in providing reasonable assistance), as applicable.

 

9. INSURANCE. PropLogix shall maintain commercially reasonable insurance applicable to the Services, which shall minimally include Commercial General Liability, Cyber Liability, Errors and Omissions, and Workers’ Compensation (where required by law).

 

10. MODIFICATION. PropLogix reserves the right to make changes to the Site in whole or in part at any time. User acknowledges that changes to the FinCEN reporting site, form, and rules may impact PropLogix’s ability to provide the Services, and PropLogix shall not be responsible for any delay or discontinuance of the Services as a result thereof. 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. 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.

 

11. TERM AND TERMINATION. Unless otherwise specified in an applicable order form or statement of work, either party may terminate this Agreement at any time upon written notice to the other Party. 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 for breach of this Agreement, including non-payment. Upon such suspension or termination, User’s grant of any rights or license hereunder, 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. With respect to Services that include a five (5) year retention period pursuant to FinCEN, User hereby acknowledges that suspension or termination of User’s account shall result in termination of such retention obligation. In the event of suspension or termination of User’s account or access to the Site or Services by PropLogix other than for User’s breach of this Agreement (including non-payment), then at the request of the User within thirty (30) days following such termination or suspension, PropLogix shall use commercially reasonable efforts, at its own cost, 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.

 

12. 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. PropLogix is acting solely as a third-party filing service provider for User’s FinCEN real estate reports, and as such an authorized contractor, ultimate responsibility for FinCEN reporting and regulatory compliance remains with User.

 

13. 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 legal@proplogix.com. 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 legal@proplogix.com.

 

14. 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.

 

15. 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. EACH PARTY HEREBY WAIVES THE RIGHT TO A JURY TRIAL.

 

16. 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.

 

17. 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.

 

18. 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.

 

19. 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.

 

20. 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.

 

21. FORCE MAJEURE. Each party 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 such party. Sepcifically, neither party will be liable for delays resulting from third-party provider failures, such as widespread internet outages or FinCEN system or submission outages.

 

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

 

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

 

24. ENTIRE AGREEMENT. This Agreement and any applicable order form or statement of work constitutes 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

 

Updated February 17, 2026