Terms and Conditions
1. Introduction and Acceptance of Terms
B. The Propy Companies, through the Services, may assist you in performing various tasks relating to real estate transactions. THE SERVICES ARE NOT INTENDED to provide you with any financial, legal, tax, real estate, or related advice of any kind.
D. Please read the Terms carefully before using or accessing the Services. If you violate any of the Terms, or otherwise violate any agreement between you and us, we may terminate your relationship with us and/or the sellers and/or purchasers offering to sell or purchase real estate through the Site, and/or prohibit you from using or accessing the Services or the Site (or any portion, aspect or feature of the Services), at any time in our sole discretion, with or without notice.
G. You acknowledge that the Propy Companies are not real estate brokers, mortgage brokers or mortgage lenders, and the Propy Companies do not aid or assist Users in obtaining financing, solicit lenders for its Users or otherwise, nor does it negotiate or make loans secured by liens on real estate.
PLEASE BE AWARE THAT SECTION 22(B) OF THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND THE PROPY COMPANIES HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST THE PROPY COMPANIES ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SITE AND/OR THE SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
PLEASE BE AWARE THAT SECTIO 16 (COMMUNICATIONS FROM THE PROPY COMPANIES) OF THE TERMS, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, TEXT MESSAGE, AND PHONE CALLS.
2. Eligibility and Restrictions
We may, in our sole discretion, refuse to offer the Services to any person or entity and/or change our eligibility criteria at any time.
B. Restrictions. You agree and understand that for certain Services there are restrictions in place, including, without limitation, for participants domiciled in certain States of the United States and certain countries worldwide. Generally, your identity must be verified, authenticated and checked against government watchlists, including the Office of Foreign Assets Control (“OFAC”). Failure to complete any of the required steps will result in your inability to open an Account (as defined below) or participate in NFT transactions.
You further understand that for certain Services offered by the Propy Companies, participants domiciled in the following states of the United States are not allowed to participate in those certain Services: Alaska, Connecticut, Georgia, Hawaii, Idaho, Indiana, Kansas, Maine, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New Hampshire, New Mexico, Ohio, Oklahoma, South Carolina, South Dakota, Utah, Vermont, Wisconsin, and Wyoming.
You understand that if you are domiciled in one of the above listed states of the United States, you cannot participate in those certain Services offered by the Propy Companies; even if you have successfully completed the Know-Your-Client (“KYC”) requirements.
3. Account Registration and Wallets
B. Third Party Accounts. To the extent permitted in connection with the Services, you may register your Account using a valid account on a third-party service (each such third-party service account, a “Third-Party Account”). By connecting your Third-Party Accounts, you are allowing the Propy Companies to access your Third-Party Account as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to the Propy Companies and/or grant the Propy Companies access to your Third-Party Account (including, but not limited to, for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating the Propy Companies to pay any fees or making the Propy Companies subject to any usage limitations imposed by such third-party service providers. Please note that if a Third-Party Account or associated service becomes unavailable or the Propy Companies’ access to such Third-Party Account is terminated by you or by the third-party service provider, then your Account may no longer be available on and through the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND THE PROPY COMPANIES ARE NOT LIABLE FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.
C. Account Responsibilities. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone. You agree not to use others’ Accounts, nor to permit others to use your Account. You agree to immediately notify the Propy Companies of any unauthorized use or suspected unauthorized use of your Account or any other breach of security. The Propy Companies will not be liable for any loss or damage arising from your failure to comply with the above requirements. When creating an Account, you may be required to provide your mobile number in order to verify your Account by text message. Please be aware that your mobile phone carrier’s text messaging fees may apply for mobile number verification.
D. Wallet. When you engage in certain Services on the Site, such as buying or selling NFTs, you must link your own Ethereum compatible non-custodial digital wallet, such as a Metamask wallet (each a “Non-Custodial Wallet”). Through your Non-Custodial Wallet, you will be able to purchase, store and engage in transactions involving digital assets, including, without limitation, NFTs, cryptocurrency payments, and payment of certain fees. You may elect to receive or transfer NFTs into your Non-Custodial Wallet, subject to such functionality being made available on the Site. By using Non-Custodial Wallets in connection with those certain Services, you agree that you are using such Non-Custodial Wallets under the terms and conditions of the applicable providers of Non-Custodial Wallets. For example, with respect to a Metamask wallet, the terms and conditions are available at https://metamask.io/terms.html. Non-Custodial Wallets are not operated by, maintained by, or affiliated with the Propy Companies, and the Propy Companies do not have custody or control over the contents of your Non-Custodial Wallet and have no ability to retrieve or transfer its contents. The Propy Companies accept no responsibility for, or liability to you, in connection with your use of a Non-Custodial Wallet and make no representations or warranties regarding how the Services will operate with any specific Non-Custodial Wallet. You are solely responsible for keeping your Non-Custodial Wallet secure and you should never share your Non-Custodial Wallet credentials with anyone. If you discover an issue related to your Non-Custodial Wallet, please contact your wallet provider. The private keys necessary to decrypt a Non-Custodial Wallet are held solely by you, and not by the Propy Companies. The Propy Companies have no ability to help you access or recover your private keys for your Non-Custodial Wallet.
E. Third-Party Agent
(i) Any real estate broker or agent (each an “Agent”) using the Site, is bound by the Terms. The Agent must register for an Account. The Agent represents and warrants to the Propy Companies that the Agent has full legal power and authority, including all required licenses, permits, and other governmental approvals, to enter into this Agreement and to perform the services offered by such Agent.
(ii) Subject to the Propy Companies’ approval, Agent’s may upload real estate listings on the Site.
4. User Conduct
You agree that you will not violate any law, contract, intellectual property or other third-party right, and that you are solely responsible for your conduct and content, while accessing or using the Services. You also agree that you will not:
(i) except with the express written permission of the Propy Companies, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another webpage, use on any other webpage, transfer or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the Sites, including without limitation, engaging in the practices of “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information;
(ii) damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site;
(iii) obtain or attempt to obtain any materials or information through any means not made readily accessible by the Propy Companies through the Site;
(iv) promote your own professional services, particularly in the case of real estate agents, brokers, salespersons, and other professionals;
(v) except with the express written permission of the Propy Companies, create links from any website or webpage to any page within the Site; provided, however, that upon prior written notice to the Propy Companies at email@example.com, you may create a link directly to the Site. The origin of any link to the Site must be accompanied by a clear and prominent attribution indicating that the link is connected to the Site’ home page. By creating a link to the Site, you agree that:
a) you will not employ any technology that results in the placement of content from the Site in a frame and/or a reduced pop-up window and/or any other display mechanism which changes the appearance of the Site from how it would appear if a User typed the URL in a typical browser line;
b) your site shall not display content or link to other websites that contain content that is illegal, obscene, indecent, disparaging, discriminating or otherwise offensive;
c) you have duly registered your domain name and possess all rights necessary to use the same; and
d) you shall not in any manner access, collect, store, disclose, transfer or use any information obtained or derived from a User’s access to or use of the Sites. The Propy Companies reserve the right to revoke your permission to create such link at any time in its sole discretion and you agree to immediately cease using the link at any time that the Propy Companies so request.
(vi) access the Services from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing the Services, unless you have our written permission first;
(vii) use the Services – including through disseminating any software or interacting with any API – in a way that could damage, disable, overburden, or impair the functioning of the Services in any manner;
(viii) bypass or ignore instructions that control access to the Services, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to the Site;
(ix) use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Services, extract data, or otherwise interfere with or modify the rendering of Services pages or functionality;
(x) reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Services, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services;
(xi) attempt to circumvent any of the Propy Companies’ fees;
(xii) use the Services or data collected from our Services for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);
(xiii) use the Services for money laundering, terrorist financing, or other illicit finance activity;
(xiv) use the Services to carry out any financial activities subject to registration or licensing;
(xv) use the Services to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
(xvi) use the Services to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;
(xvii) infringe or violate the intellectual property rights or any other rights of others;
(xviii) create or display illegal content, such as content that may involve child sexual exploitation;
(xix) transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;
(xx) directly or indirectly decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services;
(xxi) contact any seller that you first learned of on the Site for any purpose other than to purchase real estate being sold by such seller on the Site;
(xxii) modify translate, or otherwise create derivative works of any part of the Services;
(xxiii) use the Services for any illegal or unauthorized purpose, including creating or displaying illegal content, such as content that may involve child sexual exploitation, or encouraging or promoting any activity that violates the Terms; and
(xxiv) use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying the Services.
5. Content; Third-Party Content and Sites
A. Content; Restrictions. You may make available your Content on or through the Services in accordance with this Agreement. You represent and warrant that (i) Your Content (as defined herein) is original to you and does not infringe, misappropriate, or otherwise violate the rights, including any intellectual property rights or rights of publicity or privacy, of any person; (ii) Your Content does not contain any obscene, libelous, defamatory, abusive, or inappropriate content; and (iii) the Propy Companies’ use of Your Content in accordance with the Terms will not infringe, misappropriate, or otherwise violate the rights of any person, including any intellectual property rights or rights of publicity or privacy. You agree that you, and not the Propy Companies, are entirely responsible for all of Your Content that you upload, post, e-mail, transmit or otherwise make available through the Services.
B. Third-Party Content. The Services may display or otherwise include data, materials, information, or other Content provided by a third party, including, without limitation (i) Your Content; (ii) such Content and information other Users provide to us or upload to the Services; and (iii) Content and information posted or provided by our service providers, or any third-party multiple listing service, broker, or agent (all such Content, “Third-Party Content”). You acknowledge that all Third-Party Content on the Services is the sole responsibility of the party from whom such Content originated. To the maximum extent permitted by applicable law, the Propy Companies disclaim all liability for Third-Party Content. THE PROPY COMPANIES ARE NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR ANY CONTENT OR INFORMATION PROVIDED BY, ANY THIRD PARTY. The Propy Companies reserve the right to, but are not obligated to and do not, control or vet Third-Party Content for accuracy. THE VIEWS EXPRESSED IN THIRD PARTY CONTENT ON THE SERVICES, INCLUDING WITHOUT LIMITATION POSTS TO FORUMS AND EMAILS, DO NOT NECESSARILY REPRESENT OR REFLECT THE VIEWS OF THE PROPY COMPANIES.
6. NFT Transactions
A. The Site may facilitate transactions for purchases and sales of non-fungible tokens that are a digital representation of (indirect) ownership in real estate (each an “NFT”). Subject to certain limitations as set forth in this Agreement, Users will be permitted to submit offers for an NFT through the Site or such other means as designated by the Propy Companies.
B. As soon as you place and confirm your offer amount, you agree that you may not, under any circumstances, amend, retract, or revoke your offer. The Propy Companies are not responsible for any errors made in submitting your offer. The Propy Companies reserve the right to extend, suspend or terminate any NFT sale on the Site; or in the case of error or dispute and whether during or after the sale, to continue to allow Users to submit offers, cancel the sale of the NFT, or re-offer and re-sell any NFT.
C. Purchase offers may only be submitted between the dates and times specified for an NFT sale, as applicable, or as otherwise permitted by the Propy Companies in their sole discretion. However, the Propy Companies may extend the time period in which Users may submit offers to always ensure a buffer period (such as five minutes) exists between the last offer and closing time of that offering window. These extensions may continue indefinitely until there is no more offering activity on the NFT for such designated period.
D. Smart Contract Enabled
(i) The NFTs (as defined above) offered for purchase or sale on the Site refer to a non-fungible blockchain-based token that uses smart contracts on the Ethereum blockchain (“Smart Contracts”). The Ethereum blockchain provides an immutable ledger of all transactions that occur on the Ethereum blockchain. We neither own nor control Metamask, Coinbase, the Ethereum blockchain, your browser, or any other third-party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Services relating to NFT transactions. You understand that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the Site.
(ii) Notwithstanding any provisions of the Terms, the Propy Companies will grant to Users a royalty free, perpetual, irrevocable, worldwide, non-exclusive, non-transferable limited license, without a right to sublicense or create derivative works thereon, in the applicable Smart Contract. Users hereby assume all prospective obligations, liabilities, and duties attendant to the applicable Smart Contract. The Propy Companies shall update, maintain, or terminate the applicable Smart Contract if (a) there is an error in the applicable Smart Contract and such error was caused by or is attributable to the Propy Companies, (b) the Smart Contract does not properly and accurately execute pursuant to the terms of the underlying agreements between the buyer and the seller of the underlying real estate, (c) the parties enter into an agreement pursuant to which the Propy Companies agree to update or maintain the Smart Contract, (d) to prevent, upon the reasonable, good faith judgment of the Propy Companies, breach of any agreement between the User and the Propy Companies or applicable law, or (e) as provided in the NFT LLC Operating Agreement and the NFT Administration Agreement. If the User determines in its sole discretion that the applicable Smart Contract needs to be updated or modified in any respect or requires maintenance, the User and the Propy Companies shall negotiate in good faith the terms and conditions according to which the Propy Companies shall perform such update, modification, or maintenance. The foregoing does not and is not intended to transfer or grant, and shall not otherwise affect in any way, ownership by the Propy Companies of, or rights of the Propy Companies in, any of the Propy Companies' intellectual property (as defined below) or other proprietary rights, assets, content, products and services, and nothing in this Agreement shall be construed as the assignment or transfer of any ownership rights in any intellectual property or other proprietary rights, assets, technology, content, products or services of the Propy Companies, including, without limitation, the Propy Companies' technology, software, ideas, know-how, or information, except for the limited license granted herein to the specific the applicable Smart Contract. The Propy Companies hereby expressly reserve all of their rights not expressly granted to any user under this Agreement, and nothing herein shall be construed as granting the User any rights in or to the Ethereum blockchain. For the avoidance of doubt, the Propy Companies shall have no obligation to defend any third-party claim arising or related to the applicable Smart Contract or any liability arising out of or related to the applicable Smart Contract.
7. Intellectual Property
A. The Propy Companies’ Intellectual Property. Except as otherwise provided in this Agreement, the Propy Companies and their licensors own all right, title, and interest in and to the Services and all information and materials, including images, photos, illustrations, designs, icons, video clips, sounds, files, trademarks, copyrighted material, trade dress, software, specifications, catalogs, literature, technical information, advertisements, source code, data, text, information, real estate details, listing information, photos, or other materials (all such information, “Content”) contained on or in the Services, and you acknowledge and agree that all such Content is protected by copyright, trademark, and other laws of the United States and foreign countries.
B. License Granted to You. Subject to your complete and ongoing compliance with the Terms, the Propy Companies grant you (i) a limited, non-exclusive, non-transferable, non-sublicensable, freely revocable license to access and use the Services. The foregoing license grant is not a sale of the Services or any portion thereof, and we reserve all of our rights, title, and interest in and to the Services and any copies thereof.
C. Restrictions. You may not modify, decompile, dissemble, reverse-engineer, reproduce, redistribute, create derivative works based upon, or attempt to commercially gain from your use or misuse of the Services, or any of their components, except as permitted by the Agreement. You may not use any meta-tags or other hidden text using any Propy Companies name, trademark, service mark, graphic or logo without the Propy Companies’ specific written permission. You may not remove, obscure, or modify any copyright or other intellectual property notices that appear on or in the Services. The Terms do not provide you a license to use, reproduce, distribute, display or provide access to any portion of the Services on any Third-Party Site or otherwise except as expressly contemplated by this Agreement. You may not automatedly crawl or query the Services for any purpose or by any means (including, without limitation, screen and database scraping, spiders, robots, crawlers and any other automated activity with the purpose of obtaining information from the Services) unless you have received prior express written permission from the Propy Companies. You will not, directly or indirectly, display, post, disseminate, distribute, publish, broadcast, transfer, sell, or sublicense, any information provided through the Services to another individual or entity.
E. NFT Ownership. When you buy an NFT on the Site, you own the NFT and have the right to sell, display or transfer the NFT, subject to certain limitations.
F. Pursuant to Title 17, United States Code, Section 512, notifications of claimed copyright infringement should be sent to Propy’s designated agent set forth below. All inquiries must be filed in accordance with Title 17, United States Code, Section 512.
IP Administrator PROPY, INC. firstname.lastname@example.org
A. You agree that you will not use the Site to transmit any of Your Content:
(i) not related to appropriate subject matters;
(ii) which is misleading to others, including consumers;
(iii) that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
(iv) that you do not have a right to post and transmit under any law or under any contractual relationships;
(v) such that such posting, uploading, or transmission constitutes the infringement of any patent, trademark, trade secret, copyright or other proprietary rights of any party; and
(vi) that contain software viruses, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
B. You will not use the Site to intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law, including, without limitation, those governing securities regulations, consumer protection laws, unfair competition laws, anti-discrimination laws, false advertising laws, the Civil Rights Act of 1964, the Fair Housing Act, the Americans with Disabilities Act, and the Equal Credit Opportunity Act.
9. BSA/AML Compliance Measures
Our Services are guided by the BSA, specifically, the AML and Counter-Terrorist Financing (“CTF”) provisions, as mandated by U.S. federal law, the USA PATRIOT Act of 2001 (the “Patriot Act”), and all other relevant rules and regulations regarding AML and CTF. These standards are designed to prevent the use of Site for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all the necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing, sanctions evasion, or any other financial crimes.
A. Patriot Act Notification. Please also note that Section 326 of the Patriot Act requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. This federal requirement applies to all new Users. This information is used to assist the United States government in the fight against the funding of terrorism and money-laundering activities.
Therefore, a User that registers an Account or participated in an NFT transaction on the Site, will be asked to provide his or her name, physical address, mailing address, date of birth, and other information that will allow us to identify him or her.
B. Background Checks. In furtherance of our BSA/AML compliance measures, we reserve the right to require you to provide us with additional information and/or require you to undergo a background check prior to being authorized to use the Site, or at any point thereafter, in accordance with applicable laws.
C. Source of Funds. You agree, represent, and warrant that all funds used by you on the Site, including, without limitation, the funds in your Non-Custodial Wallet are not the direct or indirect proceeds of any criminal or fraudulent activity.
D. Sanctions Programs. Pursuant to the economic sanctions’ programs administered in the countries where we conduct business, including, but not limited to the U.S. Department of Treasury's OFAC, we are prohibited from providing services or entering into relationships with certain individuals and institutions. In the event that we are required, in accordance with an OFAC sanctions program, other applicable government or international organizations’ sanctions programs, or our policies designed to comply with these sanctions programs, we may: (i) suspend your Account; (ii) terminate your Account; (iii) restrict your Account; or (iv) restrict access to the Services. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with applicable laws, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.
E. Prohibited Activity. Propy Companies do not permit the use of the Site for any prohibited activity, including but not limited to: use on any dark market, ransomware, mixing service (i.e., a mixer or tumbler used to obscure the source of funds), or illegal activity that would violate, assist in violation of, or cause Propy Companies to violate any applicable laws, or which would involve proceeds of any unlawful activity.
10. PRO Tokens
A. You may perform some actions which promote the decentralized real estate protocol Propy ecosystem. In consideration for the provision of these actions, Propy may transfer a certain amount of PRO tokens (“PRO Tokens”) based on the total number actions performed on the Propy Site and its decentralized real estate protocol Propy ecosystem to be provided in writing by you prior to the transfer of the PRO Tokens or generated by Propy. The number of PRO Tokens is final and accepted by you and Propy and shall not be recalculated further. Your acceptance of Propy Tokens as consideration (“Consideration”) from Propy is subject to these consideration terms and conditions (“Consideration Terms”). By accepting PRO Tokens from Propy as Consideration, you will be bound by Consideration Terms and all terms incorporated by reference.
A. Certain Services are currently subscription-based. You agree to pay all applicable fees in connection with your subscription including any applicable taxes that we do not collect on your behalf. If you decide to activate an Account to access and use the Services, you authorize the Propy Companies to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your Account, all accrued sums on or before the payment due date for the accrued sums. The subscription will continue unless and until you cancel your subscription, or unless we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic subscription fee to your Account.
B. You must have a credit card to subscribe to the Services unless we otherwise agree in writing. Your credit card will be automatically charged for all fees incurred under your subscription and you agree that we are not required to send you any advance notice or confirmation that your credit card has been charged. If we are unable to charge a payment to your credit card or are otherwise unable to obtain payment for Services when due, we can immediately suspend or terminate your access to the Services until we receive payment from you.
C. Current fees for individual subscriptions will be posted on the Site, but special fee arrangements agreed with a specific contract will not be posted.
D. We reserve the right to modify our fees at any time for any reason upon notice to you through posting on the Site or notification by email. Any increase in fees will be prospective only, beginning with the next subscription period.
E. The Propy Companies reserve the right to implement other pricing models in the future. We may add other services for which we may charge additional fees. We will not charge you for such additional services without first obtaining your consent.
F. Gas Fees. All NFT transactions on the Site are facilitated by Smart Contracts deployed on the Ethereum blockchain. The Ethereum blockchain requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum blockchain, and thus every blockchain transaction occurring on the Platform. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of the Propy Companies. The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on the Site be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable.
G. In connection with certain Services, the Propy Companies may charge a fee in the form of PRO tokens (“PRO Tokens”) in consideration for those certain Services performed by the Propy Companies.
H. You may cancel your subscription by contacting us at email@example.com.
12. Third-Party Service Provider
A. In connection with the Services, the Propy Companies may require you to use certain services or products provided by third parties (“Third-Party Services”). You are responsible for reviewing and understanding the terms and conditions governing any Third-Party Services. You agree that the third party is responsible for the performance of the Third-Party Services.
Buyers or Escrow Companies who are VCRs (“Verified Customer Records”):
Sellers or Real Estate Agents who are ROs (“Receive Only Users”):
13. Assumption of Risks
A. You understand and agree that the use of an NFT is subject to certain risks, including, without limitation:
(i) A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of NFTs;
(ii) The regulatory regime governing blockchain technologies, NFTs, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Services and the utility of NFTs;
(iii) Transactions involving NFTs may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable;
(iv) NFTs are subject to the risk of fraud, counterfeiting, cyber-attacks and other technological difficulties which may prevent access to or use of your NFTs; and
(v) We do not control the public blockchains that you are interacting with. Additionally, blockchain transactions are irreversible and the Propy Companies have no ability to reverse any transactions on the blockchain.
B. You understand and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself. The Propy Companies do not give any advice or recommendations regarding NFTs sold or purchased on the Site. You understand and agree that you access and use NFTs at your own risk. You understand and agree that the Propy Companies will not be responsible for any communication failures, disruptions, errors, or distortions you may experience when using NFTs or the Site.
A. You agree that you are solely responsible for determining what, if any, taxes apply to your transactions, including NFT transactions. The Propy Companies are not responsible for determining the taxes that may apply to your transactions, including your NFT transactions.
15. Disclaimer of Warranties
A. You expressly understand and agree that: Your use of and reliance upon any and all of the Site, Services And/or Content is at your sole risk and is made available on an “As Is” and “As Available” basis. The Propy Companies make no express or implied representations, warranties, or guarantees with regard to the appropriateness, accuracy, sufficiency, correctness, Veracity, value, completeness, or timeliness of the Site, Services And/or Content. The Propy Companies expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
B. Some transactions on the Site utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Ethereum blockchain (i.e., "forks"), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your NFT, or lost opportunities to buy or sell NFTs.
C. We are not responsible for the conduct, whether online or offline, of any User. We cannot guarantee and do not promise any specific results (relating to investments or otherwise) from use of Site and/or the Services.
D. The Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission of information on the Site. We are not responsible for any problems or technical malfunction of any communications or any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email on account of technical problems or traffic congestion on the Internet or on the Site or combination thereof. Under no circumstances will we be responsible for any loss or damage, including any investment losses or any personal injury or death, resulting from anyone's use of the Services.
E. We reserve the right to change any and all Content contained in the Site and any Services offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by the Propy Companies.
F. NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM NETWORK). ANY NFT TRANSFERS OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM). THE PROPY COMPANIES CANNOT EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY UNDERLYING REAL ESTATE REPRESENTED BY NFTS.
G. THE PROPY COMPANIES ARE NOT LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NFTS. THE PROPY COMPANIES ARE NOT RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.
16. Mortgage-Related Disclosures
A. The Propy Companies do not confirm, and do not make or give any guarantee regarding:
(i) any information in any request for, or in any request to be contacted about, a quote, pre-qualification, pre-approval, loan commitment, loan or loan-related document; nor
(ii) any information about any consumer, potential borrower or other person who submits or is the subject of an inquiry, nor (iii) any information about, or in any rating of or feedback about, any advertiser, lender, broker, or mortgage or loan professional.
B. The Propy Companies do not guarantee any information provided by any borrower, any specific loan terms and conditions offered by an advertiser, lender, broker or mortgage professional, or that any person will be offered or able to obtain any particular rates, loan, loan application, quote, pre-qualification, pre-approval, loan commitment or loan-related transaction.
C. The Propy Companies are not a lender, mortgage broker, loan originator, loan processor or underwriter. The Propy Companies do not aid or assist in obtaining loans or loan applications, nor in setting or negotiating any terms thereof, nor in making loan or loan application decisions.
D. The Propy Companies do not offer loans and do not solicit or participate in the solicitation of loans or loan applications.
E. The Propy Companies do not take applications for loans or credit nor issue or participate in the issuance of pre-qualifications or pre-approvals.
F. Any request for, inquiry about or agreement to receive or be contacted about loans, loan applications, quotes, pre-qualifications, pre-approvals, loan commitments or loan-related transactions by any consumer or person is not, and will not be responded to by the Propy Companies as, an order, application, offer or transaction for any credit, loan, loan application, quote, pre-qualification, pre-approval, loan commitment or loan-related transaction or other loan or credit product.
G. The Propy Companies do not endorse or recommend any lender, any borrower nor any of the products, rates or offerings of any lender, broker or mortgage professional.
H. Nothing contained in any mortgage-related ad or other ad is an offer to provide, or a solicitation for, any loan, loan application, quote, pre-qualification, pre-approval, loan commitment or loan-related transaction.
I. The Propy Companies are not an agent of any consumer or borrower nor of any advertiser, lender, broker, or mortgage or loan professional.
J. The Propy Companies sometimes may provide advertising services, services to facilitate contact when consumers wish to be contacted by lenders, mortgage brokers or other loan professionals and/or other like services relating to the use of the Site.
K. Decisions regarding loans, loan applications, quotes, pre-qualifications, pre-approvals, loan commitments or loan-related transactions are not made by the Propy Companies but are made by lenders, brokers or other loan professionals which might include participating advertisers of the Propy Companies.
L. The Propy Companies do not make or give any guarantee regarding, and assumes no responsibility for, any such decisions, nor any acts or omissions of lenders, brokers or other loan professionals, nor any result or consequence (direct or indirect) of any business transaction (actual, proposed or discussed) or related communications between lenders, brokers or other loan professionals and any other person, nor any rates, information or other content on or accessible through any website or application that did not originate solely from the Propy Companies.
M. The foregoing disclosures reflect the Propy Companies’ good faith conclusions regarding the subject matter of such disclosures, and the Propy Companies take no responsibility for, and shall have no liability as a result of or in connection with, any assertions, findings or conclusions that might be made, adjudicated, established or otherwise reached by anyone other than the Propy Companies, nor any actual or alleged inaccuracy of or other fault with any such disclosures.
A. By entering into this Agreement or using the Services, you agree to receive communications from us, including via e-mail and text message, and calls. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from us and our affiliates may include but are not limited to: operational communications concerning your Account or use of the Services; updates concerning new and existing features on the Services; offers or promotions run by us, our affiliates, or our third-party partners; or news concerning the Propy Companies.
A. You agree to defend, indemnify, and hold the Propy Companies and its agents, employees, directors, officers, representatives, partners, and licensors harmless from and against any claims, liabilities, damages, losses, and expenses (including, without limitation, reasonable attorneys’ fees and costs) made by any third party due to or arising out of (a) your use of the Services; (b) your violation of this Agreement; (c) your failure to comply with applicable laws or regulations; (d) Your Content and feedback; (e) your violation of any rights of any other party, including any other Users; and (f) any other activity in which you engage on or through the Services. You agree that the provisions of this Section will survive any termination of your Account(s), the Terms, and/or your access to the Services.
19. Limitation of Liability
A. Liability Limits. IN NO EVENT WILL THE PROPY COMPANIES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THE TERMS, THE AGREEMENT, OR YOUR USE OF THE SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR YOU HAVE ANY DISPUTE OR CLAIM AGAINST THE PROPY COMPANIES WITH RESPECT TO THIS AGREEMENT OR THE SERVICES, THEN EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT OR WHERE THE LAW REQUIRES A DIFFERENT STANDARD, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR ACCOUNT FOR SUCH SERVICES, IF APPLICABLE, AND/OR DISCONTINUE USING THE SERVICES. TO THE FULLEST EXTENT PROVIDED BY LAW, THE PROPY COMPANIES WILL NOT BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES FOR ANY AMOUNT GREATER THAN THE GREATER OF (i) THE AMOUNT PAID BY YOU TO THE PROPY COMPANIES UNDER THIS AGREEMENT FOR THE SERVICES GIVING RISE TO THE CLAIM OR (ii) ONE HUNDRED DOLLARS ($100). ANY CLAIM ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES MUST BE BROUGHT WITHIN TWELVE (12) MONTHS OF THE EVENTS GIVING RISE TO THE CLAIM. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, THE PROPY COMPANIES’ LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT ALLOWED BY LAW. The limitations set forth in this Section 18(A) will survive termination or expiration of the Terms and apply even if any limited remedy specified in the Terms is found to have failed its essential purpose.
B. No Liability for Conduct of other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU UNDERSTAND THAT THE PROPY COMPANIES DO NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF OTHER USERS OF THE SERVICES. THE PROPY COMPANIES MAKE NO WARRANTY THAT ANY SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. THE PROPY COMPANIES MAKE NO WARRANTY REGARDING THE QUALITY OF SUCH GOODS OR SERVICES, NOR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT MADE AVAILABLE BY THIRD PARTIES ON OR THROUGH THE SERVICES.
20. Representations and Warranties
A. By agreeing to the Terms, you represent and warrant that:
(i) You are at least 18 years of age (any use of or access to the Propy Site by anyone under 18 is unauthorized, unlicensed and in violation of the Terms);
(ii) You have the full right, power, and authority to agree to the Terms;
(iii) You are not subject to any financial sanctions, embargoes or other restrictive measures imposed by the United Nations, European Union, any European Union country, HM Treasury of the United Kingdom or United States’ OFAC, or any governmental authority in any jurisdiction in which the Propy Site is available;
(iv) You are not a citizen or resident of any of the following countries: Belarus, Central African Republic, Cote d’Ivoire (Ivory Coast), Cuba, Democratic Republic of the Congo, Iran, Iraq, Lebanon, Liberia, Libya, Myanmar (Burma), North Korea, Somalia, Sudan, Syria, Zimbabwe;
(v) You are not impersonating any other person;
(vi) You are compliant with all applicable laws to which you are subject; and
A. You acknowledge and agree that for undertaking any transaction through the Site, we may undertake customer due diligence measures, pursuant to which we may seek mandatory information as required for KYC verifications, which as a customer you are obliged to give in accordance with applicable law and regulations. You agree and acknowledge that we can undertake enhanced due diligence measures (including any documentation) to satisfy customer due diligence requirements in line with the requirements and obligations under applicable laws and regulations.
B. By using the Site, you provide consent for use of your personal data or sensitive personal data as defined under applicable law, and to source your data or information from any source or public registry as may be necessary to complete your profile or your application on the Site, conduct due diligence, assess your eligibility for the product or service, and/or undertake KYC checks to process your application through the Site. Your personal data may be used or shared with third parties, including, but not limited to our vendors, service providers, analytics and research partners, with the sole objective of compliance with applicable law and regulations and proving your identity. We shall adhere to best industry practices including information security, data protection and privacy law while processing such applications. However, we shall not be liable to you against any liability or claims which may arise out of such transactions as any such personal data is being collected, used, processed and shared with your explicit consent.
22. General Terms
B. Dispute Resolution. In the event of any claim, controversy or alleged dispute between you and Propy Companies ("Dispute"), you hereby agree to attempt in good faith to amicably resolve any Dispute at least 30 days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence an arbitration proceeding pursuant to the rules of the American Arbitration Association ("AAA") to be held in San Francisco, California, before one arbitrator to be selected by the AAA. Any such arbitration may only be commenced within one year after the party requesting arbitration obtains knowledge of the cause of action forming the basis of the controversy or claim accrued.
In any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one (1) day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens (e.g., confine the scope to actual areas in dispute and limit the topics and number of pages on which information is requested to matters directly relevant). The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as by law provided, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof. You agree that all Disputes will be limited between you, individually, and the Propy Companies. TO THE FULL EXTENT ALLOWABLE BY LAW, YOU AGREE THAT NO ARBITRATION PROCEEDING OR OTHER DISPUTE RESOLUTION PROCEEDING SHALL BE JOINED WITH ANY OTHER PARTY OR DECIDED ON A CLASS ACTION BASIS.
Notwithstanding the foregoing, you agree that the following matters shall not, at the election of the Propy Companies, be subject to binding arbitration: (1) any Disputes concerning Propy companies' intellectual property rights; and (2) any claim for injunctive relief. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within San Francisco, California Each party hereby waives any claim that such venue is improper or inconvenient.
D. Breach. Without limiting any of our other remedies, we may immediately remove your real estate information, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our Services to you if:
(i) you breach this Agreement;
(ii) we are unable to verify or authenticate any information you provide to us; or
(iii) we believe that your actions may cause financial loss or legal liability for you, our Users or us.
F. Legal Compliance. You shall comply with all applicable local, state, federal and international laws, statutes, ordinances and regulations regarding your use of the Services and your deposit, solicitation of offers to purchase, and purchase of real estate.
G. Updates. You agree to keep us informed of any change in your e-mail address, your home mailing address, or your telephone number so that we can maintain communications with you about your authorization as a registered User and so that you can continue to receive all information in a timely fashion.
H. Severability. If for any reason a court of competent jurisdiction or arbitrator finds any provision of the Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible by the court or arbitrator and the other provisions of the Terms will remain in full force and effect.
J. Authorizations. The Services may be integrated with third-party applications and services (“Third-Party Applications”) to make Content, products, and/or Services available to you. These Third-Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third-Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that the Propy Companies do not endorse and are not responsible or liable for the behavior, features, or content of any Third-Party Applications or for any transaction you may enter into with the provider of any such Third-Party Applications.
Effective Date: March 25, 2022