PropFlow Terms and Conditions

Provider:

PropFlow Technologies, Inc.

Related agreement:

PropFlow Pricing Proposal / Order Form

Effective date:

The effective date of the applicable Order Form

These Terms and Conditions (the “Terms”) form a binding agreement between PropFlow Technologies, Inc. (“PropFlow”) and the organization identified above, during account registration, or in an applicable proposal, order form, or statement of work (“Customer”). By checking the acceptance box, creating an account, or accessing or using PropFlow’s hosted software, artificial-intelligence agents, integrations, implementation services, support, or related services, the individual accepting these Terms represents that the individual has authority to bind Customer and agrees to these Terms on Customer’s behalf. Each executed proposal, order form, or statement of work is an “Order Form.” These Terms and each Order Form form the “Agreement.” If there is a conflict, the Order Form controls for that Order Form, followed by any executed Data Processing Addendum (“DPA”), then these Terms.

1. Services and Access

1.1 Services. PropFlow will provide the services identified in the applicable Order Form (the “Services”) during the applicable subscription term. Modules, launch dates, usage limits, properties, units, and implementation obligations are as stated in the Order Form.

1.2 Authorized Users. Customer may permit its employees, contractors, and property-management personnel whom Customer authorizes (“Authorized Users”) to access the Services solely for Customer’s internal business operations. Customer is responsible for Authorized Users, account security, and activity occurring through its accounts.

1.3 Changes and Support. PropFlow may improve or modify the Services, provided it does not materially reduce the core functionality purchased during the then-current term. Support will be provided in accordance with PropFlow’s then-current support practices or any service levels stated in an Order Form.

1.4 Third-Party Services. The Services may interoperate with property-management systems, communications providers, listing services, payment platforms, and other third-party products selected or authorized by Customer (“Third-Party Services”). Customer authorizes PropFlow to access and exchange data with those services as necessary to provide the Services. PropFlow is not responsible for Third-Party Services, their availability, or changes made by their providers.

2. Customer Responsibilities and Acceptable Use

2.1 Customer Configuration and Instructions. Customer will provide accurate data, policies, escalation rules, approved templates, permissions, credentials, and timely personnel support reasonably required to configure and operate the Services. Customer is responsible for the legality, accuracy, and completeness of Customer Data and Customer-provided instructions.

2.2 Operational Control. Customer retains responsibility for its properties, residents, prospects, vendors, employees, business decisions, and compliance obligations. Customer will identify workflows requiring human approval and maintain personnel reasonably available to review escalations and time-sensitive matters. Customer will not configure the Services to make legally significant or high-risk decisions without appropriate human review.

2.3 Prohibited Uses. Customer will not, and will not permit any third party to:

use the Services unlawfully, deceptively, discriminatorily, or in violation of third-party rights;

use the Services to determine eligibility for housing, set protected-class preferences, unlawfully steer prospects, or take adverse action in violation of fair-housing or consumer-protection laws;

use the Services as an emergency-response system, life-safety system, or substitute for calling 911 or appropriate emergency services;

reverse engineer, copy, resell, sublicense, scrape, probe, disrupt, or circumvent security or usage restrictions of the Services, except where applicable law expressly prohibits such restriction;

upload malicious code or data Customer lacks the right to use; or use output from the Services to train a competing model or service.

2.4 Communications Compliance. To the extent Customer uses the Services to send calls, texts, emails, notices, advertisements, or other communications, Customer is responsible for determining the lawful basis, recipients, timing, content, consent, opt-out handling, recordkeeping, and required disclosures. Customer will comply with applicable laws, including the Telephone Consumer Protection Act, CAN-SPAM Act, fair-housing laws, debt-collection laws to the extent applicable, and state privacy and communications laws.

3. AI-Specific Terms and Human Oversight

3.1 AI-Generated Actions and Output. The Services use probabilistic artificial-intelligence systems. Recommendations, messages, classifications, summaries, extracted information, generated documents, and actions produced by the Services (“AI Output”) may be incomplete, inaccurate, outdated, or inappropriate for a particular situation. PropFlow does not warrant that AI Output will be error-free or suitable as the sole basis for a legal, financial, housing, safety, employment, or other material decision.

3.2 Review and Approval Controls. The parties will configure approval thresholds, escalation paths, permitted actions, and human-review requirements for each workflow. Customer is responsible for reviewing AI Output where required by the agreed configuration or reasonably appropriate to the risk. Customer must independently verify material facts before relying on AI Output for notices, lease terms, renewals, pricing, collections, maintenance emergencies, vendor commitments, or other consequential actions.

3.3 No Professional Advice. The Services do not provide legal, tax, accounting, engineering, medical, emergency, or other licensed professional advice. Customer will obtain appropriate professional advice when needed.

3.4 Monitoring and Improvement. PropFlow may monitor system performance, review flagged interactions, and use feedback and de-identified or aggregated usage information to maintain, secure, evaluate, and improve the Services.

3.5 Incident Escalation. Customer will promptly notify PropFlow of suspected erroneous, discriminatory, unsafe, or unauthorized AI behavior. PropFlow may pause an affected automation or require human approval while investigating.

4. Data, Privacy, and Security

4.1 Customer Data. “Customer Data” means data submitted to, collected through, or made accessible to the Services by or on behalf of Customer, including data from Authorized Users and Third-Party Services. As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants PropFlow a non-exclusive right to host, copy, transmit, process, display, and otherwise use Customer Data only to provide, secure, support, and improve the Services as permitted by the Agreement.

4.2 Privacy Roles. Each party will comply with applicable privacy and data-protection laws. To the extent PropFlow processes personal information on Customer’s behalf as a processor or service provider, the parties will enter into a DPA if legally required. Customer is responsible for providing required privacy notices and obtaining any permissions or consents needed for PropFlow’s processing under Customer’s instructions.

4.3 Security. PropFlow will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, alteration, and disclosure. Customer acknowledges that no system is completely secure and will use reasonable safeguards for its accounts, credentials, endpoints, and exports.

4.4 Security Incidents. PropFlow will notify Customer without undue delay after confirming unauthorized access to or acquisition of Customer Data in PropFlow’s control (a “Security Incident”) and will provide information reasonably available to assist Customer’s response. Security Incidents do not include unsuccessful attempts or events caused by Customer, Authorized Users, or Third-Party Services outside PropFlow’s control.

4.5 Data Return and Deletion. During the term, Customer may export Customer Data using available functionality or by reasonable written request. Following termination, PropFlow will make Customer Data available for export for thirty (30) days, after which it may be deleted in accordance with its retention practices, except where retention is required by law or maintained in secure backups pending ordinary deletion cycles.

5. Confidentiality

5.1 Confidential Information. “Confidential Information” means nonpublic information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or reasonably should be understood as confidential, including Customer Data, product roadmaps, security information, pricing, and business plans. Confidential Information excludes information Recipient can document: (a) is public without breach; (b) was lawfully known without restriction; (c) was received lawfully from a third party without duty; or (d) was independently developed without use of Confidential Information.

5.2 Protection and Use. Recipient will use Confidential Information only to perform or exercise rights under the Agreement and will protect it using at least reasonable care. Recipient may disclose it to personnel and contractors who need to know it and are bound by confidentiality duties at least as protective as these Terms.

5.3 Required Disclosure. Recipient may disclose Confidential Information when legally required after giving prompt notice, if permitted, and reasonable assistance at Discloser’s expense. Each party may seek injunctive relief for actual or threatened misuse of Confidential Information.

6. Intellectual Property

6.1 PropFlow Technology. PropFlow and its licensors retain all rights in the Services, software, models, agents, workflows, templates, documentation, know-how, improvements, and usage analytics, excluding Customer Data. Subject to the Agreement, PropFlow grants Customer a limited, non-exclusive, non-transferable right during the term to access and use the Services for its internal business operations.

6.2 Customer-Specific Materials. Customer retains ownership of Customer Data and Customer-authored policies, procedures, and original materials. PropFlow retains ownership of its underlying platform, reusable components, generalized workflows, connectors, methods, and know-how, even when configured for Customer. Customer may use AI Output generated specifically for Customer for its internal business purposes, subject to applicable law and third-party rights.

6.3 Feedback. If Customer provides suggestions or feedback, PropFlow may use it without restriction or obligation, provided PropFlow does not identify Customer publicly without permission.

6.4 Publicity. Neither party may use the other party’s name, trademarks, or logo in external publicity without prior written consent, except PropFlow may identify Customer in confidential investor, lender, or diligence materials subject to confidentiality obligations or may display customer name or logo on its website.

7. Fees, Taxes, and Suspension

7.1 Fees. Customer will pay the fees stated in each Order Form. Unless stated otherwise, recurring fees are billed monthly in advance and are due within thirty (30) days of invoice. Except for an express money-back guarantee or as required by law, fees are non-cancelable and non-refundable through the effective date of termination.

7.2 Units and Overdue Amounts. Billable units will be determined as described in the Order Form or, if not specified, by the number of residential units enabled for the applicable module during the billing period. Undisputed overdue amounts may accrue interest at the lesser of 1.0% per month or the maximum lawful rate. Customer must notify PropFlow of a good-faith billing dispute within thirty (30) days of invoice.

7.3 Taxes. Fees exclude sales, use, withholding, and similar taxes, except taxes based on PropFlow’s net income. Customer is responsible for applicable taxes unless it provides a valid exemption certificate.

7.4 Suspension. PropFlow may suspend affected access for a material security threat, unlawful use, risk of harm, or undisputed fees more than fifteen (15) days overdue after written notice. When reasonably practicable, PropFlow will provide advance notice and limit the suspension to the affected portion of the Services.

8. Warranties and Disclaimers

8.1 Mutual Authority. Each party warrants it has authority to enter into the Agreement.

8.2 Performance Warranty. PropFlow warrants that it will provide the Services in a professional and workmanlike manner and that, during the applicable term, the Services will materially conform to the applicable documentation and Order Form. Customer’s exclusive remedy for breach of this warranty is for PropFlow to use commercially reasonable efforts to correct the nonconformity; if PropFlow cannot do so within a reasonable period, Customer may terminate the affected Services and receive a prorated refund of prepaid, unused fees for those Services.

8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES, AI OUTPUT, AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROPFLOW DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE. PROPFLOW DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, THAT ALL AI OUTPUT WILL BE ACCURATE, OR THAT THE SERVICES WILL PREVENT EVERY LOSS, VIOLATION, OR UNAUTHORIZED ACT.

9. Indemnification

9.1 PropFlow Indemnity. PropFlow will defend Customer against a third-party claim alleging that Customer’s authorized use of the Services infringes a United States patent, copyright, or trademark. PropFlow has no obligation for claims arising from Customer Data, Customer instructions, modifications not made by PropFlow, combination with items not supplied by PropFlow, continued use after notice, or use outside the Agreement. PropFlow may modify or replace the affected Services or terminate them and refund prepaid, unused fees for the terminated portion.

9.2 Customer Indemnity. Customer will defend PropFlow against third-party claims arising from Customer Data, Customer’s or an Authorized User’s unlawful or prohibited use, Customer’s properties or operations, Customer communications or decisions, or Customer’s breach of Sections 2 or 4, and will pay damages finally awarded or agreed in settlement.

9.3 Process. The indemnified party will provide prompt written notice, reasonable cooperation at the indemnifying party’s expense, and control of the defense and settlement. No settlement may admit fault by or impose non-monetary obligations on the indemnified party without its consent, not to be unreasonably withheld.

10. Limitation of Liability

10.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING FROM THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.

10.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. “EXCLUDED CLAIMS” MEANS CUSTOMER’S PAYMENT OBLIGATIONS, A PARTY’S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED.

10.3 Allocation of Risk. The limitations in this Section apply regardless of the form of action and are an essential basis of the bargain. They apply even if a limited remedy fails of its essential purpose.

11. Term and Termination

11.1 Term. The Agreement begins on the effective date of the first Order Form and continues until all Order Forms expire or terminate. Subscription terms, renewal, convenience cancellation rights, and any money-back guarantee are governed by the applicable Order Form.

11.2 Termination for Cause. Either party may terminate the Agreement or an affected Order Form upon written notice if the other party materially breaches and fails to cure within thirty (30) days after notice; provided that a breach incapable of cure may be terminated immediately. Either party may terminate immediately if the other party ceases business without a successor or enters insolvency proceedings not dismissed within sixty (60) days.

11.3 Effect. Upon termination, Customer’s right to access the terminated Services ends, Customer will pay accrued amounts through the effective termination date, and each party will return or destroy the other’s Confidential Information on request, subject to Section 4.5 and routine backups. Sections intended by their nature to survive will survive, including payment, confidentiality, intellectual property, disclaimers, indemnification, limitations of liability, and general terms.

12. Compliance and General Terms

12.1 Compliance with Laws. Each party will comply with laws applicable to its own performance. Customer is responsible for laws applicable to property management, housing, leasing, notices, rent and fee practices, maintenance, accessibility, advertising, screening, collections, electronic communications, and records. PropFlow is responsible for laws applicable to PropFlow as the provider of the Services.

12.2 Export and Sanctions. Each party will comply with applicable export-control and sanctions laws and will not provide the Services to prohibited persons, entities, or territories.

12.3 Assignment. Neither party may assign the Agreement without the other party’s prior written consent, not to be unreasonably withheld, except either party may assign it without consent in connection with a merger, reorganization, sale of substantially all assets, or change of control, provided the assignee is not a direct competitor of the non-assigning party and assumes the Agreement in writing.

12.4 Notices. Legal notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, or email with confirmation of receipt to the addresses stated in the Order Form or later designated in writing. Notices are effective upon receipt.

12.5 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations. The affected party will use reasonable efforts to mitigate and resume performance.

12.6 Independent Contractors. The parties are independent contractors. The Agreement does not create an agency, partnership, fiduciary, employment, or joint-venture relationship. Neither party may bind the other.

12.7 Governing Law; Venue. The Agreement is governed by the laws of the State of Delaware, without regard to conflicts principles. The state and federal courts located in Denver, CO will have exclusive jurisdiction, and each party consents to those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.8 Miscellaneous. Waivers must be in writing. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain effective. Headings are for convenience only. The Agreement is the complete agreement regarding its subject and supersedes prior discussions. Amendments must be in writing signed by authorized representatives, except an Order Form may expressly permit operational changes through documented administrator approval. Counterparts and electronic signatures are effective.