Terms of Service

1. Purpose

The Site and services offered in connection therewith are intended to offer real estate and similar industry software and marketing solutions (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.

a. Marketing Services

The Services may include certain lead generation and marketing services, applications, and features incorporated through the User’s CRM and/or by utilizing User’s third-party closing software or other contact management systems that accumulate and store User’s third-party contacts, closings, and related information, or information and records extracted therefrom (the “Marketing Services”). With respect to the Marketing Services, the terms in this Section shall control over any expressly conflicting terms.

WITHOUT LIMITING THE GENERALITY OF SECTION 10, PROPOPTIX IS NOT LIABLE FOR THE ACCURACY, EFFECTIVENESS, FUNCTIONALITY, OR OPERATION OF ANY MARKETING SERVICES, INCLUDING THE SUCCESS OF ANY LEAD GENERATION OR MARKETING PROCESSES OR ERROR-FREE EXECUTION OF EMAIL DISTRIBUTIONS. PROPOPTIX MAY PROVIDE TEMPLATED EMAIL DRAFTS AND MAKE CONTENT SUGGESTIONS WITH RESPECT TO EMAIL TARGETS, FREQUENCY, AND INFORMATION CONTAINED THEREIN; HOWEVER, USER IS RESPONSIBLE FOR FINAL REVIEW AND APPROVAL OF ALL EMAIL TEMPLATES, SEQUENCES, CAMPAIGNS, AND CONTENT SENT THROUGH PROPOPTIX (SPECIFICALLY, USERS ARE RESPONSIBLE FOR COMPLIANCE WITH ANY APPLICABLE STATE BAR OR SIMILAR PROFESSIONAL ORGANIZATION MARKETING REGULATIONS). USER SHALL NOT PROVIDE PROPOPTIX WITH ANY ACCESS TO, AND SHALL NOT UPLOAD, TRANSMIT, OR DISCLOSE TO PROPOPTIX, ANY NON-PUBLIC PERSONAL INFORMATION (AS DEFINED BY AND COVERED UNDER THE GRAMM-LEACH-BLILEY ACT (GLBA), AS THE SAME MAY BE AMENDED FROM TIME TO TIME).

b. Email Connection

As part of the Marketing Services, the User may authorize PropOptix to connect to a Microsoft 365 or Gmail mailbox (a "Connected Mailbox") so that outreach transmits through that mailbox and replies are received in it. Mailbox connection is configured by the User at setup.

THE USER ACKNOWLEDGES THAT THE AUTHORIZATION REQUIRED TO CONNECT A MAILBOX MAY PERMIT PROPOPTIX TO READ ALL MESSAGES IN THE CONNECTED MAILBOX, INCLUDING ATTACHMENTS, REGARDLESS OF WHETHER EMAILS ARE RELATED TO THE MARKETING SERVICES; TO CREATE, MODIFY, AND DELETE MESSAGES AND DRAFTS; TO SEND MESSAGES AS THE MAILBOX OWNER; AND TO MAINTAIN SUCH ACCESS CONTINUOUSLY UNTIL REVOKED. PROPOPTIX'S PLATFORM IS CONFIGURED TO ACCESS ONLY REPLIES TO OUTREACH SENT THROUGH THE MARKETING SERVICES, BUT THAT FEATURE IS IN PROPOPTIX'S SOFTWARE AND IS NOT A TECHNICAL RESTRICTION ON THE AUTHORIZATION, WHICH EXTENDS TO THE ENTIRE MAILBOX AND IS THE SAME REGARDLESS OF WHICH MAILBOX THE USER CONNECTS.

PROPOPTIX THEREFORE RECOMMENDS THAT THE USER CONNECT ONLY A DEDICATED OUTREACH MAILBOX, TO LIMIT THE SCOPE OF EMAIL ACCESS AVAILABLE TO PROPOPTIX. A "Dedicated Outreach Mailbox" is a mailbox established for outreach through the Marketing Services that (i) is not a shared, group, operations, closing, escrow, or general-delivery mailbox or any individual's primary business mailbox; and (ii) is not intended to be used for any other purpose during the term. The User may configure forwarding within its own Microsoft 365 environment so that replies reach the intended individual's primary mailbox, and the User's administrator may further restrict PropOptix's access to specified mailboxes using controls in the User's own environment.

IF THE USER CONNECTS A MAILBOX THAT IS NOT A DEDICATED OUTREACH MAILBOX, THE USER ACKNOWLEDGES THAT THE USER DOES SO KNOWINGLY, HAVING BEEN ADVISED OF THE DEDICATED OUTREACH MAILBOX OPTION, ASSUMES THE RISKS DESCRIBED HEREIN, AND WILL HOLD HARMLESS AND INDEMNIFY PROPOPTIX FROM ANY AND ALL DAMAGES, CLAIMS, OR LIABILITIES ARISING FROM SUCH CONNECTION.

c. HubSpot Connection

PropOptix is an independent licensed reseller of HubSpot. If User utilizes HubSpot and/or PropOptix’s reseller services for HubSpot, User understands that this Agreement is applicable to the Marketing Services only, and does not apply to HubSpot. PropOptix is not responsible for any representations made regarding HubSpot or its products and services, the relationship between HubSpot and User, the registration, implementation, payment for, or maintenance of any HubSpot accounts or licenses, or the User’s use of HubSpot.

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 create 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 PropOptix, 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 PropOptix 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:

1. The User is at least eighteen (18) years of age,
2. 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 Department’s list of Specially Designated Nations or the U.S. Commerce Department’s Denied Person’s List; the User is not located in, under the control of, or a national or resident of any such country on any such list,
3. All information the User provides on the Site and/or when ordering the Services is complete and accurate,
4. The User will use the Site and the Services only in accordance with the above-stated purpose,
5. The User will maintain any minimum system requirements which may apply to the use of the Site,
6. Management of the User’s data, including any backup, storage or restoration management is the User’s responsibility,
7. The User will maintain security measures to protect the User’s registration and access information,
8. The User will comply with any and all applicable international, federal, and/or state laws, statutes, rules, regulations, and similar authority,
9. The User has authority to provide any and all information that the User inputs or enters into the Site or otherwise provides to PropOptix, 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,
10. The User will not send spam or otherwise duplicative or unsolicited messages in violation of applicable laws, and
11. The User will act in an unoffensive, appropriate and reasonable manner with regard to interactions with PropOptix 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 PropOptix as agreed pursuant to User’s subscription and fee registration on the Site or as otherwise agreed in a separate statement of work between PropOptix and User. Upon receipt of an invoice or statement from PropOptix 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. The User is responsible for providing complete and accurate billing, address, and contact information to PropOptix and for keeping such information current. If the User believes a particular charge is incorrect, the User must advise PropOptix 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.

PropOptix may provide the ability for Users to submit payments via the Site, and other methods of payment will be permitted in PropOptix’s sole discretion. With respect to credit card payments, PropOptix may accept Visa, MasterCard, American Express, and Discover. All credit card transactions are processed through a PCI-DSS compliant payment gateway provider. PropOptix 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 PropOptix 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, PropOptix 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 PropOptix’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 PropOptix’s attorneys’ fees. Any checks returned for insufficient funds are subject to a reasonable return charge.

5. Intellectual Property

PropOptix owns all right, title and interest in and to all of the intellectual property of PropOptix, 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”).

PropOptix grants no rights to any User or any other individual or entity in the Intellectual Property, and grants Users only the limited, non-exclusive, revocable license to use the Site and the Services pursuant to the terms contained herein and in accordance with a separately executed statement of work (if applicable). PropOptix 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. Specifically, User will use the information furnished through the Services, including, without limitation, all contact, listing, and property information, solely in furtherance of effectuating the Services and not for any other internal, external, or commercial purpose.

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 PropOptix has no obligation to make such Change. However, if PropOptix elects to make a Change, the same shall be and remain the sole property of PropOptix and subject to the terms of this Agreement.

This Agreement is non-exclusive to PropOptix and nothing in this Agreement shall preclude PropOptix 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 PropOptix 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 PropOptix which appear on any of the Services or information transmitted via the Site. PropOptix may utilize the User’s branding, trademarks, and logos only with the User’s prior written authorization in furtherance of the Services or as otherwise mutually agreed in writing.

7. Non-Solicit

During the term of use of the Services and for one (1) year thereafter, User shall not, directly or indirectly, solicit or induce for employment or engagement as a contractor any person who performed services on behalf of or any person who is an employee of PropOptix that User was introduced to as a result of PropOptix’s provision of the Services. Any general non-targeted employment advertisement or job listing shall not be construed as a solicitation or inducement, and hiring any employee or contractor as a result thereof shall not be a breach of this Agreement.

8. Additional Terms and Security

PropOptix’s Privacy Policy applies to use of this Site and the Services, and their terms are made a part of this Agreement by this reference. The Privacy Policy is posted on the Site. PropOptix utilizes SSL (Secure Socket Layer) encryption to protect all data transmitted between Users and its servers. All sensitive data, including personal information and payment details, is stored securely using industry-standard encryption and access control measures. PropOptix’s systems are monitored regularly for potential vulnerabilities and attacks. We employ firewalls, intrusion detection systems, and security patches to maintain platform integrity. Notwithstanding the foregoing, PropOptix shall not be responsible in the event of any failure of such system or feature, or for any changes in its security processes. In the unlikely event of a data breach, we will comply with relevant applicable laws regarding notice and remedial action.

9. Third Party Access

PropOptix may provide any and all information furnished by Users to third parties and other vendors, which may or may not be affiliated with PropOptix, in furtherance of processing the Services or providing functionality for the Site. PropOptix 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.

10. Warranty Disclaimer and Limitation of Liability

THE SITE AND THE SERVICES ARE PROVIDED ON AN AS-IS, AS-AVAILABLE BASIS. PROPOPTIX 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. PROPOPTIX 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.

PROPOPTIX 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 PROPOPTIX IN FURTHERANCE OF PROVIDING THE SERVICES CONTEMPLATED HEREIN, INCLUDING BUT NOT LIMITED TO PUBLIC AND PRIVATE DATA AND RECORD PROVIDERS, SERVICE CONTRACTORS, SOFTWARE INTEGRATION PROVIDERS, AND PAYMENT PROCESSING (INCLUDING CREDIT CARD) VENDORS. THE FOREGOING APPLIES REGARDLESS OF WHETHER PROPOPTIX 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 PROPOPTIX WITH RESPECT TO ANY OF ITS SERVICES IS LIMITED TO DIRECT MONETARY DAMAGES NOT TO EXCEED THE AMOUNT PAID FOR SUCH SERVICE BY USER IN THE PRIOR SIX (6) MONTHS, 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 PROPOPTIX INVOLVING, ARISING FROM, OR RELATED TO THE SITE OR THE SERVICES MUST BE BASED SOLELY IN CONTRACT.

NO PROPOPTIX PERSONNEL, REPRESENTATIVE, AGENT, OR EMPLOYEE MAY PROVIDE LEGAL REPRESENTATION, OR A LEGAL OPINION OR LEGAL GUIDANCE CONCERNING ANY PROPOPTIX PRODUCT OR SERVICE. PROPOPTIX IS NOT, AND IS NOT ACTING AS, A TITLE INSURER, TITLE/SETTLEMENT/ESCROW AGENT, REAL ESTATE BROKER OR SALESPERSON, OR FINANCIAL INSTITUTION.

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

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

11. Indemnification

The User agrees to defend, indemnify and hold harmless PropOptix (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.

12. Modification

PropOptix reserves the right to make changes to, suspend, or terminate the Site in whole or in part at any time. PropOptix 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.

13. Term

PropOptix 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. PropOptix 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 PropOptix 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), PropOptix 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, PropOptix 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 PropOptix, 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.

14. No Relationship

The User and PropOptix 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.

15. Notices

Notices shall be sent by mail to PropOptix 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 Legal Department and a copy shall be sent via e-mail to legal@proplogix.com. Notices directed to the PropOptix 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 PropOptix, 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 PropOptix, 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.

16. 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.

17. 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 Manatee 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.

18. 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.

19. Specific Performance

The User agrees that (i) PropOptix 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 PropOptix 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 PropOptix may be entitled.

20. Assignment

PropOptix 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 PropOptix. 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 an assignment hereunder.

21. 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.

22. Waiver

PropOptix’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.

23. Force Majeure

PropOptix 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 PropOptix.

24. Construction

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

25. Section Headings

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

26. Entire Agreement

This Agreement, the Privacy Policy, and any separate Statement of Work entered into between the User and PropOptix 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 PropOptix 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 PropOptix and the terms of this Agreement shall govern.