Terms of Service

These Terms of Service (these “Terms”) are a legally binding agreement between you and Prop Shield, Inc., a Delaware (US) for-profit business corporation doing business as Property Shield (“Property Shield,” “we,” “us,” or “our”), with its principal office at 815 E. Worthington Avenue, Charlotte, North Carolina 28203, United States. These Terms govern your access to and use of our websites (including propertyshield.co and app.propertyshield.co), our web and mobile applications (including our mobile application, the “App”), our Ownership Verification service, and all related products, features, content, and services that link to or reference these Terms (collectively, the “Services”).

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SERVICES, CLICKING “I AGREE” OR A SIMILAR BUTTON, OR COMPLETING AN IDENTITY VERIFICATION REQUESTED THROUGH THE SERVICES, YOU (A) AGREE TO BE BOUND BY THESE TERMS AND BY OUR PRIVACY POLICY AND, WHERE APPLICABLE, OUR IDENTITY VERIFICATION PRIVACY POLICY, EACH OF WHICH IS INCORPORATED INTO THESE TERMS BY REFERENCE; (B) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE MOST CURRENT VERSION OF THESE TERMS; (C) REPRESENT THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT WITH US; (D) AGREE THAT THESE TERMS WILL BE DEEMED TO SATISFY ANY REQUIREMENT UNDER APPLICABLE LAW THAT AN AGREEMENT BETWEEN YOU AND US BE IN WRITING; AND (E) AGREE THAT YOUR ACTIONS IN ACCESSING OR USING THE SERVICES OR OTHERWISE INDICATING YOUR AGREEMENT TO THESE TERMS WILL BE DEEMED TO BE YOUR VALID AUTHENTICATED SIGNATURE FOR PURPOSES OF ANY APPLICABLE LAW REQUIRING THAT THESE TERMS BETWEEN YOU AND US BE SIGNED BY YOU IN WRITING. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

IMPORTANT NOTICE REGARDING DISPUTES: SECTION 20 CONTAINS A BINDING INDIVIDUAL ARBITRATION PROVISION AND A CLASS ACTION AND JURY TRIAL WAIVER. EXCEPT AS PROVIDED IN SECTION 20, YOU AND PROPERTY SHIELD AGREE TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

1.Who These Terms Apply To

1.1Types of Users

The Services are used by three principal groups of people, and these Terms apply to each:

1.2Authority

If you use the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and “you” refers to both you and that organization.

2.Definitions

In addition to terms defined elsewhere in these Terms:

3.Accounts and Security

3.1Account Registration

Certain features of the Services require an account. Accounts for Authorized Users are provisioned by or at the direction of a Client. You agree to provide accurate, current, and complete information and to keep it updated. The Client is responsible for all activities that occur under its account and the accounts of its Authorized Users, whether or not authorized. The Client must (a) maintain the confidentiality of all account credentials, (b) promptly notify us of any known or suspected unauthorized use of an account or breach of security, and (c) ensure that each Authorized User complies with these Terms. Property Shield is not liable for any loss arising from unauthorized use of an account unless caused by our own breach of its security obligations under these Terms.

3.2Credentials

You are responsible for maintaining the confidentiality of your login credentials, API keys, and any multi-factor authentication devices, and for all activity that occurs under your account. You may not share credentials or allow any other person to access the Services through your account. You must notify us immediately at security@propertyshield.co if you become aware of any unauthorized access or use.

3.3Client Control

If you are an Authorized User, the Client that provisioned your access controls your account and may access, modify, restrict, or terminate it, and may access Client Data associated with it, at any time. Your use of the Services is also subject to any policies of the Client.

3.4Security Measures

We may require multi-factor authentication, session limits, IP restrictions, and other security controls, and may suspend access that we reasonably believe has been compromised.

3.5Eligibility; Prior Suspension

You may not use the Services if (a) Property Shield has previously suspended or terminated your access for a violation of these Terms or applicable law, unless Property Shield has given you written permission to do so, or (b) you are prohibited from receiving the Services under applicable law. In using the Services, you will comply with these Terms and all applicable local, state, national, and international laws, rules, and regulations.

3.6Equipment and Connectivity

You are responsible for obtaining and maintaining, at your own expense, the devices, hardware, software, and internet or mobile data access necessary to access and use the Services, including any updates. Property Shield does not guarantee that the Services, or any portion of them, will function on or be compatible with any particular device, operating system, or browser version. The Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and Property Shield is not responsible for any delays, delivery failures, or other damage resulting from such problems.

4.Access and License

4.1License to You

Subject to your compliance with these Terms, Property Shield grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your or the Client’s internal business purposes of detecting, investigating, preventing, and remediating real estate listing fraud and related risks, or, if you are a Verified Individual, solely to complete Ownership Verification.

4.2Restrictions

Except as expressly permitted by these Terms, you will not, and will not permit any third party to:

5.Acceptable Use

5.1Lawful and Truthful Use

You will use the Services only for lawful purposes and only in connection with properties, listings, and transactions in which you or the Client has a legitimate business interest. You will not submit false, misleading, or malicious incident reports, Fraud Signals, or Verification Requests, and you will not use the Services to harass, defame, intimidate, or discriminate against any person.

5.2Fair Housing and Anti-Discrimination

You will not use the Services, or any output of the Services, to make decisions or take actions that discriminate against any person on the basis of race, color, religion, sex, national origin, familial status, disability, age, sexual orientation, gender identity, source of income, or any other characteristic protected by the federal Fair Housing Act or any applicable federal, state, or local law. Verification Requests must be initiated in a consistent, non-discriminatory manner.

5.3No Consumer Reporting Use

PROPERTY SHIELD IS NOT A “CONSUMER REPORTING AGENCY” AS DEFINED IN THE FAIR CREDIT REPORTING ACT, 15 U.S.C. § 1681 ET SEQ. (“FCRA”), AND THE SERVICES, VERIFICATION RESULTS, AND FRAUD SIGNALS DO NOT CONSTITUTE “CONSUMER REPORTS.” YOU WILL NOT USE THE SERVICES OR ANY OUTPUT OF THE SERVICES, IN WHOLE OR IN PART, AS A FACTOR IN ESTABLISHING A CONSUMER’S ELIGIBILITY FOR CREDIT, INSURANCE, EMPLOYMENT, HOUSING, OR ANY OTHER PURPOSE THAT WOULD CAUSE THE SERVICES TO BE SUBJECT TO THE FCRA OR ANY SIMILAR STATE LAW. The Services are designed to help you assess the authenticity of a listing or a purported owner in order to detect fraud; they are not designed to, and may not be used to, screen tenants, evaluate buyers, or make credit, employment, or insurance decisions.

5.4Legitimate Verification Requests

You represent and warrant that you shall only initiate a Verification Request only where (a) you or the Client has a bona fide business need to confirm that the individual is who they claim to be and has an ownership interest in the specified property, such as in connection with a prospective listing, lease, or sale; (b) you have provided the individual’s contact information accurately and lawfully; and (c) the request is consistent with Section 5.2. You further represent and warrant that you shall not initiate Verification Requests for individuals with whom you have no legitimate business relationship or prospective relationship.

5.5Platform Reports

By submitting or authorizing a Platform Report, you represent that the information in it is accurate and complete to the best of your knowledge, that you or the Client has the right to assert the interests described in it, and that you authorize Property Shield to submit it to the relevant Listing Platform on the Client’s behalf, including through Listing Platform reporting programs, and to communicate with the Listing Platform about it. You acknowledge that knowingly false statements in certain types of reports may expose you to liability.

5.6Compliance with Laws and Professional Obligations

You are solely responsible for ensuring that your use of the Services, and any action you take based on the Services, complies with all laws, regulations, and rules applicable to you, including real estate licensing laws, multiple listing service rules and policies, the codes of ethics and standards of practice of any association to which you belong, fair housing laws, privacy and data protection laws, consumer protection laws, and laws governing electronic communications and telemarketing. Property Shield does not monitor, and is not responsible for, your compliance with any such obligations.

5.7Monitoring and Enforcement

Property Shield may, but has no obligation to, monitor, review, or audit use of the Services, including Client Data, incident reports, Verification Requests, and Platform Reports, to operate, secure, and improve the Services, to verify compliance with these Terms, and to protect Property Shield, its Clients, and others. Property Shield may take any action it considers appropriate in response to an actual or suspected violation of these Terms or applicable law, including removing or declining to process content, declining to submit a Platform Report, suspending or terminating access in accordance with Section 15.3, and cooperating with law enforcement, regulators, or Listing Platforms, in each case subject to our Privacy Policy.

6.Client Data and Responsibilities

6.1Ownership

As between you and Property Shield, the Client owns all right, title, and interest in Client Data. You grant Property Shield a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use Client Data to provide, maintain, secure, and improve the Services, to submit Platform Reports, to generate Fraud Signals, and as otherwise permitted by these Terms and our Privacy Policy.

6.2Responsibility for Client Data

You are responsible for the accuracy, quality, and legality of Client Data and for the means by which it was obtained. You represent and warrant that you have all rights, consents, and authority necessary to submit Client Data to the Services, including personal information about third parties such as prospective sellers, and to permit Property Shield to process it as described in these Terms and our Privacy Policy. Property Shield may, but is not obligated to, reject, restrict, or remove any Client Data that Property Shield reasonably believes violates these Terms or applicable law, or that may expose Property Shield or others to liability. Property Shield is not responsible for verifying the accuracy of Client Data or for any changes, additions, or deletions that you make to Client Data.

6.3Sensitive Data

Except for the identity document and biometric data collected from Verified Individuals through the Ownership Verification flow described in our Identity Verification Privacy Policy, you will not submit to the Services any Social Security numbers, financial account numbers, payment card numbers, health information, precise geolocation, biometric identifiers, government identification images, or other sensitive personal information except where a feature of the Services expressly requests it or to the extent reasonably necessary to report or investigate suspected fraud, as described in Section 2.4 of our Privacy Policy.

6.4Aggregated and De-identified Data

Property Shield may create and use aggregated or de-identified data derived from Client Data and use of the Services for any lawful purpose, including to train and improve fraud-detection models, provided that such data does not identify any Client, Authorized User, or Verified Individual and cannot reasonably be used to do so.

6.5Usage Data

Property Shield may collect and use information about how the Services are accessed and used, including log data, device and browser information, feature usage, and performance metrics (“Usage Data”), to provide, secure, maintain, and improve the Services, to develop new features, to enforce these Terms, and as described in our Privacy Policy. Property Shield may disclose Usage Data to third parties only in aggregated or de-identified form or as otherwise permitted by our Privacy Policy.

7.Nature of the Services; Disclaimers

7.1Probabilistic Tools

The Services use machine learning models, pattern analysis, third-party data sources, and other automated techniques to identify listings, accounts, and individuals that exhibit characteristics associated with fraud. These tools are probabilistic. They will sometimes flag legitimate listings or individuals (“false positives”) and sometimes fail to flag fraudulent ones (“false negatives”). You are responsible for exercising independent professional judgment before acting on any output of the Services.

7.2Verification Results Are Risk Signals, Not Determinations

A Verification Result is an informational indicator of whether the Verified Individual’s identity document and biometric checks were successfully completed and whether the Verified Individual’s name matches available property ownership records. A Verification Result is not a determination of legal title, an opinion on ownership, a title search, title insurance, a legal conclusion, or a guarantee that any person is or is not who they claim to be. Property ownership records are compiled from public and third-party sources that may be incomplete, outdated, or inconsistent (for example, where property is held in a trust, a business entity, or under a former name). Property Shield does not make decisions about whether to list, lease, sell, or transact with any person; the Client and its Authorized Users do.

7.3Platform Reports and Takedowns

Property Shield does not control any Listing Platform and cannot guarantee that any Listing Platform will remove, restrict, or otherwise act on a Platform Report, or how quickly it will do so. Listing Platforms apply their own policies and may change them at any time. Property Shield submits Platform Reports on the Client’s behalf and at the Client’s direction, and is not responsible for any Listing Platform’s decision, for the removal, restriction, or reinstatement of any listing or account, or for any consequences to you, the Client, or any third party arising from a Platform Report, including the removal of a listing that is later determined to be legitimate.

7.4Not Legal, Title, or Insurance Advice

The Services do not constitute legal, title, insurance, brokerage, or other professional advice. Nothing in the Services creates a fiduciary, agency, or advisory relationship between Property Shield and you.

7.5Third-Party Data

The Services incorporate data from third-party sources, including property records providers, Listing Platforms, and the Verification Service Provider. Property Shield does not control and is not responsible for the accuracy, completeness, or timeliness of third-party data.

7.6Automated and AI-Assisted Outputs

Certain features of the Services use artificial intelligence, machine learning, and other automated techniques, including to score listings, identify patterns, and generate content. Outputs generated by these features may be inaccurate, incomplete, outdated, or biased. Property Shield does not guarantee the accuracy, completeness, reliability, or legality of any such output and does not review outputs for compliance with intellectual property, privacy, fair housing, or other laws before they are delivered to you. You will review and independently verify any output before relying on it, submitting it to a third party, or taking any action based on it, and you will not use any output of the Services as the sole basis for any decision that produces a legal or similarly significant effect on an individual, such as declining to list, lease, or sell property to that individual, without meaningful human review.

7.7Not a Party to Real Estate Transactions

Property Shield is not a real estate broker, agent, title company, escrow agent, closing attorney, lender, or insurer, and is not a party to any listing, lease, sale, or other transaction between you and any other person. Property Shield does not hold or transfer funds, verify wire or payment instructions, or guarantee the performance of any person. The Services are not a substitute for title examination, title insurance, escrow, independent verification of payment instructions, or other safeguards customarily used in real estate transactions, and you should continue to use such safeguards.

7.8No Duty to Detect or Report; Law Enforcement

Property Shield does not assume any duty to detect, prevent, investigate, or report any fraud, crime, or other unlawful activity, whether or not it is identified by the Services. The Services are not an emergency service and are not a substitute for reporting suspected crimes to law enforcement or other appropriate authorities. Property Shield may, in its discretion and in accordance with applicable law and our Privacy Policy, cooperate with law enforcement and governmental authorities in connection with suspected fraud or other unlawful activity.

7.9Coverage Limitations

Where the Services scan or monitor Listing Platforms, websites, or other sources for suspicious activity, they do so only for the platforms and sources that Property Shield supports from time to time, and Property Shield does not guarantee the frequency, scope, or completeness of any scanning or monitoring. Fraudulent listings may appear on platforms or channels that the Services do not cover, or may be removed or altered before the Services detect them.

7.10Beta Features

Property Shield may make certain features available on a trial, pilot, early-access, or beta basis, which will be designated as such (“Beta Features”). Notwithstanding anything to the contrary in these Terms, Beta Features are provided “as is” and “as available,” without warranty, support, maintenance, service-level, or indemnification obligations of any kind, may contain errors, and may be modified, suspended, or discontinued at any time. Property Shield does not guarantee that any Beta Feature will be made generally available or, if made generally available, that it will be substantially similar to the Beta Feature.

7.11Availability and Maintenance

Property Shield does not guarantee that the Services will be available at all times. The Services may be unavailable from time to time because of scheduled or emergency maintenance, upgrades, the acts or omissions of third-party providers, or events beyond Property Shield’s reasonable control. Property Shield will use commercially reasonable efforts to perform scheduled maintenance outside normal business hours where practicable.

7.12Security of Transmissions

Although Property Shield uses administrative, technical, and physical safeguards designed to protect information processed through the Services, no method of transmission over the internet or of electronic storage is completely secure, and Property Shield cannot guarantee that unauthorized third parties will never be able to defeat those safeguards. You are responsible for safeguarding your devices and credentials and for the security of any data you download or export from the Services.

8.Fees and Payment

8.1Fees

To the extent there is an applicable Client Agreement, the fees for the Services are set out in the applicable Client Agreement. Authorized Users are not charged by Property Shield for access provisioned through a Client. Verified Individuals are never charged for completing Ownership Verification. If no Client Agreement exists, then the applicable user shall pay the fees presented to them on a personalized payment page on Property Shield’s website or platform.

8.2Online Purchases

If Property Shield makes the Services as a whole, or any feature, available for purchase directly through the Services, the following applies unless an applicable Client Agreement provides otherwise: fees are stated in U.S. dollars and are exclusive of taxes, which you are responsible for (excluding taxes on Property Shield’s net income), fees are due in advance and are non-refundable except as required by law; subscriptions renew automatically for successive terms of the same length unless cancelled before the end of the current term, you authorize us and our payment processor to charge your payment method for recurring fees, and we may change pricing on at least thirty (30) days’ notice, effective at the start of your next billing term.

8.3Late Payment

Undisputed amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and we may suspend access to the Services for non-payment after ten (10) days’ written notice. You will reimburse us for all reasonable costs of collection, including reasonable attorneys’ fees, that we incur in collecting past-due amounts.

9.Communications

9.1Electronic Communications

You consent to receive communications from us electronically, including by email, through the Services, and by push notification. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

9.2Verification Communications

If you are a Verified Individual, you acknowledge that Property Shield contacts you by email and, if a mobile number was provided, by text message solely because a Client or Authorized User initiated a Verification Request identifying you and providing your contact information. These are transactional communications sent at the Client’s request; they are not marketing. Message and data rates may apply. You may stop text messages at any time by replying STOP, and you may decline to complete the verification.

9.3Marketing Communications

We may send marketing communications to Clients, Authorized Users, and Visitors who have requested information from us, subject to applicable law. You may opt out at any time by using the unsubscribe link in any marketing email or by contacting privacy@propertyshield.co. We will continue to send transactional and service-related communications.

9.4Telephone Consumer Protection Act

By providing a mobile number for your own account, you consent to receive account-related text messages from us at that number, which may be sent using automated technology. Consent is not a condition of purchase. Reply STOP to opt out or HELP for help. Message frequency varies, and message and data rates may apply. Wireless carriers are not liable for delayed or undelivered messages.

10.Intellectual Property

10.1Property Shield IP

The Services, including all software, models, algorithms, detection methodologies, Fraud Signal taxonomies, databases, interfaces, designs, text, graphics, documentation, and all improvements and derivative works thereof, and all intellectual property rights in them, are and will remain the exclusive property of Property Shield and its licensors. Except for the limited license in Section 4, no rights are granted to you by implication, estoppel, or otherwise.

10.2Trademarks

“Property Shield,” the Property Shield logo, and our other product names and logos are trademarks of Prop Shield, Inc. You may not use them without our prior written permission. Third-party marks are the property of their respective owners.

10.3Feedback

If you provide suggestions, ideas, or other feedback about the Services (“Feedback”), you grant Property Shield a perpetual, irrevocable, worldwide, royalty-free license to use and exploit the Feedback for any purpose without obligation to you. Feedback is not Client Data or Confidential Information of yours.

10.4No Sale; Reservation of Rights

These Terms are not a sale and do not convey to you any ownership interest in the Services, the App, or any copy of them. You will not assert, or cause any other person to assert, any right, title, or interest in or to the Services or Property Shield’s intellectual property rights, except for the limited license expressly granted in Section 4.

11.Confidentiality

11.1Definition

“Confidential Information” means non-public information disclosed by one party to the other in connection with the Services that is marked confidential or that a reasonable person would understand to be confidential, including, for Property Shield, the non-public features, detection logic, security practices, pricing, and performance of the Services, and, for you, Client Data and non-public business information. Confidential Information does not include information that is or becomes public through no fault of the recipient, was known to the recipient without restriction before disclosure, is independently developed without use of the discloser’s Confidential Information, or is rightfully received from a third party without restriction.

11.2Obligations

Each party will use the other’s Confidential Information only to perform under or exercise rights granted by these Terms, will protect it with at least reasonable care, and will not disclose it to third parties except to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as these. A party may disclose Confidential Information as required by law or legal process, provided it gives the discloser prompt notice (where legally permitted) and reasonable cooperation.

12.Privacy

Our collection, use, and disclosure of personal information in connection with the Services is described in our Privacy Policy, available at propertyshield.co/privacy-policy, and, for Ownership Verification, in our Identity Verification Privacy Policy, available at propertyshield.co/identity-verification-privacy-policy. Both are incorporated into these Terms. The Services are hosted in the United States; if you access them from elsewhere, you understand that your information will be transferred to and processed in the United States.

13.Special Terms for Verified Individuals

This Section 13 applies to you if you have been asked to complete Ownership Verification.

13.1Why You Were Contacted

A real estate professional or organization that uses Property Shield (a Client or Authorized User) has asked us to help confirm that you are who you say you are and that you have an ownership interest in a specific property, typically because they are considering listing, leasing, or selling that property on your behalf or with you. Property Shield performs this verification at their request. We do not decide whether they will work with you.

13.2Voluntary

Completing Ownership Verification is voluntary. You may decline. If you decline, the Client or Authorized User may choose to verify your identity by other means or may decline to proceed; that decision is theirs, not ours. There is no fee to you.

13.3What You Will Be Asked to Do

You will be asked to photograph a government-issued identity document and to take a live selfie or short video so that the document can be authenticated and your face can be compared to the document photograph and checked for liveness. Before any image is captured, you will be shown a notice describing what will be collected, why, how long it will be retained, and how it will be destroyed, and you will be asked to give Property Shield your express written consent. You may withdraw from the process at any time before submission.

13.4Your Representations

By completing Ownership Verification, you represent that you are at least eighteen (18) years old, that the identity document you submit is your own, genuine, and unexpired, that the images you submit are of yourself captured live during the session, and that you are not impersonating any other person.

13.5What Happens to Your Information

Your privacy rights are set out in our Privacy Policy and Identity Verification Privacy Policy.

14.Third-Party Services and Links

The Services may interoperate with or link to third-party websites, platforms, and services, including Listing Platforms, MLS systems, and the Verification Service Provider. Property Shield does not control and is not responsible for third-party services, their content, or their privacy practices. Your use of third-party services is governed by their terms. This Section 14 does not apply to the Verification Service Provider’s collection and processing of identity document and biometric data through Ownership Verification, which the Verification Service Provider performs on behalf of Property Shield as described in our Identity Verification Privacy Policy.

15.Term, Suspension, and Termination

15.1Term

These Terms apply from the time you first access the Services and continue until terminated as described in this Section.

15.2Termination by You

Authorized Users may stop using the Services at any time. Account termination is managed by the Client. Verified Individuals may withdraw from the verification process at any time before submission and may exercise deletion rights afterward as described in the Identity Verification Privacy Policy.

15.3Suspension and Termination by Property Shield

We may suspend or terminate your access to the Services, in whole or in part, immediately and without liability if (a) we reasonably believe you have violated these Terms or applicable law; (b) your use poses a security risk to the Services or others; (c) the applicable Client Agreement expires or terminates; (d) we are required to do so by law or a governmental authority; or (e) in the case of Visitors and accounts not covered under a Client Agreement, we elect to do so for any reason, on reasonable notice. Where practicable, we will notify you and give you an opportunity to cure before terminating for breach.

15.4Effect

Upon termination, your license to use the Services ends and you must cease all use. Provisions that by their nature should survive termination will survive, including Sections 5.3, 5.6, 6, 7, 10, 11, 13.4, 16 through 22, and any accrued payment obligations.

16.Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, VERIFICATION RESULTS, FRAUD SIGNALS, PLATFORM REPORTS, AND ALL OTHER CONTENT AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. PROPERTY SHIELD AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, PROPERTY SHIELD DOES NOT WARRANT THAT THE SERVICES WILL DETECT ALL FRAUDULENT LISTINGS OR ALL IMPOSTORS, THAT ANY LISTING PLATFORM WILL REMOVE ANY LISTING, THAT ANY VERIFICATION RESULT IS ACCURATE OR COMPLETE, THAT PROPERTY OWNERSHIP RECORDS ARE CURRENT OR CORRECT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. PROPERTY SHIELD FURTHER DOES NOT WARRANT THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE SERVICES WILL OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE, SYSTEM, OR DATA NOT PROVIDED BY PROPERTY SHIELD, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR PREVENT ANY LOSS. PROPERTY SHIELD MAKES NO WARRANTY REGARDING, AND IS NOT RESPONSIBLE FOR, THE ACTS OR OMISSIONS OF ANY LISTING PLATFORM, THE VERIFICATION SERVICE PROVIDER, ANY THIRD-PARTY DATA SOURCE, OR ANY OTHER CLIENT OR USER, OR THE ACCURACY OF ANY FRAUD SIGNAL CONTRIBUTED BY ANY OTHER CLIENT. YOU ASSUME FULL RESPONSIBILITY FOR ANY DECISIONS OR ACTIONS TAKEN IN RELIANCE ON THE SERVICES AND FOR DETERMINING WHETHER THE SERVICES ARE SUFFICIENT FOR YOUR PURPOSES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PROPERTY SHIELD OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

17.Limitation of Liability

17.1Exclusion of Certain Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROPERTY SHIELD OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR COMMISSIONS, OR FOR THE COST OF SUBSTITUTE SERVICES, OR FOR ANY LOSS ARISING FROM A FRAUDULENT LISTING OR TRANSACTION THAT THE SERVICES DID NOT DETECT OR PREVENT, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, INCLUDING YOUR USE OF OR INABILITY TO USE THE SERVICES, ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA, ANY PLATFORM REPORT OR THE REMOVAL OR NON-REMOVAL OF ANY LISTING, AND THE ACTS OR OMISSIONS OF ANY LISTING PLATFORM, THE VERIFICATION SERVICE PROVIDER, OR ANY OTHER CLIENT OR USER, UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2Cap

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF PROPERTY SHIELD AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO PROPERTY SHIELD FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS (US$100). IF YOU ARE A CLIENT, THE LIMITATION OF LIABILITY IN YOUR CLIENT AGREEMENT APPLIES INSTEAD OF THIS SECTION 17.2.

17.3Exceptions

The exclusions and limitations in this Section 17 do not apply to liability that cannot be limited under applicable law, including liability for gross negligence, willful misconduct, or fraud, and do not limit your statutory rights as a consumer where applicable law prohibits such limitation. The parties agree that the limitations in this Section 17 are an essential basis of the bargain and will apply even if any remedy fails of its essential purpose.

18.Indemnification

You will defend, indemnify, and hold harmless Property Shield and its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Client Data you submit, including any claim that Property Shield’s processing of Client Data in accordance with these Terms violates the rights of a third party; (b) Platform Reports and Verification Requests you initiate or authorize; (c) your use of the Services in violation of these Terms, the Client Agreement, or applicable law, including Sections 5.2 and 5.3; or (d) any decision or action you take in reliance on the Services. Property Shield may assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate. This Section does not apply to Verified Individuals except with respect to their own fraud or misrepresentation in the verification process.

19.Changes to the Services and These Terms

We may modify, add, or discontinue features of the Services at any time. We may revise these Terms from time to time by posting the revised Terms with a new “Last Updated” date, and you acknowledge that each time you use any of the Services, you agree to the current version of these Terms. Where we have your contact information, we may also update you by email or through the Services. Changes will not apply retroactively to disputes that arose before the effective date of the change. Your continued use of the Services after the effective date constitutes acceptance of the revised Terms. If you do not agree, you must stop using the Services.

20.Governing Law and Dispute Resolution

20.1Governing Law

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, without regard to conflict-of-law principles that would require the application of another jurisdiction’s law. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

20.2Informal Resolution First

Before starting an arbitration or lawsuit, you and Property Shield agree to try to resolve any dispute informally. You may send a written notice of dispute to legal@propertyshield.co or to Prop Shield, Inc., Attn: Legal, 815 E. Worthington Avenue, Charlotte, NC 28203, describing the dispute and the relief you seek; we will send notice to the email address associated with your account or otherwise on file. If the dispute is not resolved within sixty (60) days after the notice is received, either party may commence arbitration as described below. The statute of limitations and any filing-fee deadlines are tolled during this sixty-day period.

20.3Agreement to Arbitrate

Except as provided in Section 20.6, you and Property Shield agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, our Privacy Policy, our Identity Verification Privacy Policy, or the relationship between you and Property Shield, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) before a single arbitrator. If you are an individual using the Services for personal purposes (including as a Verified Individual), the AAA Consumer Arbitration Rules will apply; otherwise, the AAA Commercial Arbitration Rules will apply. If the AAA is unavailable, the parties will agree on a substitute administrator or a court will appoint one.

20.4Arbitration Procedure

The arbitrator will apply Delaware substantive law consistent with the Federal Arbitration Act and applicable statutes of limitation, may grant motions dispositive of all or part of any claim, may award any individual relief that a court could award, and will issue a reasoned written decision. The arbitration will be conducted in the English language. Any arbitration will be conducted remotely or, if remote means are unavailable or the parties elect to hold the arbitration in person, in Charlotte, North Carolina. For claims by an individual under US$10,000, the arbitration will be conducted on the basis of documents alone unless the arbitrator determines a hearing is necessary. Payment of AAA filing, administrative, and arbitrator fees will be governed by the applicable AAA rules. Judgment on the award may be entered in any court of competent jurisdiction.

20.5Class Action and Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND PROPERTY SHIELD EACH AGREE THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION, AND THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. IF A CLAIM PROCEEDS IN COURT FOR ANY REASON, YOU AND PROPERTY SHIELD EACH WAIVE THE RIGHT TO A JURY TRIAL. If the class action waiver in this Section 20.5 is found unenforceable as to a particular claim or request for relief, then that claim or request (and only that claim or request) will be severed from the arbitration and litigated in court in accordance with Section 20.7, and the remaining claims will be arbitrated. A court, not the arbitrator, will decide any dispute about the enforceability of this Section 20.5.

20.6Exceptions

Either party may (a) bring an individual action in small claims court for disputes within that court’s jurisdiction; (b) seek temporary or preliminary injunctive relief in court to prevent irreparable harm pending arbitration; and (c) bring a claim in court for infringement or misappropriation of intellectual property rights or breach of Section 11 (Confidentiality). Nothing in this Section prevents you from filing a complaint with a federal, state, or local government agency, which may seek relief on your behalf where permitted by law.

20.7Venue for Court Proceedings

Any court proceeding permitted under this Section 20 will be brought exclusively in the state or federal courts located in the State of Delaware, and the parties consent to personal jurisdiction and venue there, except that an individual may bring a small claims action in the individual’s county of residence, and except that either party may seek to enforce an arbitration award in any court of competent jurisdiction.

20.8Severability; Survival

If any part of this Section 20 is found unenforceable, the remainder will remain in effect. This Section 20 survives termination of these Terms and of your relationship with Property Shield.

20.9Time Limit for Claims

To the extent permitted by law, any claim arising out of or relating to these Terms or the Services must be commenced within one (1) year after the claim accrues; otherwise, it is permanently barred. This Section 20.9 does not apply to claims by Verified Individuals under biometric or consumer privacy statutes, which are subject to the limitation periods provided by law.

21.Notices

Notices to Property Shield must be sent to legal@propertyshield.co or to Prop Shield, Inc., Attn: Legal, 815 E. Worthington Avenue, Charlotte, NC 28203, United States, and are effective upon receipt. We may provide notice to you by email to the address associated with your account or verification, by posting within the Services, or by other reasonable means, and such notices are effective when sent or posted.

22.General Provisions

22.1Entire Agreement

These Terms, together with the Privacy Policy, the Identity Verification Privacy Policy, and (for Clients and their Authorized Users) an applicable Client Agreement, constitute the entire agreement between you and Property Shield regarding the Services and supersede all prior or contemporaneous understandings.

22.2Assignment

You may not assign or transfer these Terms or any rights under them without our prior written consent. Property Shield may assign these Terms without restriction, including to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

22.3Severability; Waiver

If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force. No waiver is effective unless in writing and signed by an authorized representative of the waiving party, and no failure or delay in exercising any right constitutes a waiver.

22.4Force Majeure

Property Shield will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, epidemics, pandemics, war, terrorism, civil unrest, labor disputes, governmental action, hacking, failures of Listing Platforms or third-party data providers, internet or utility failures, and denial-of-service attacks and other cyberattacks.

22.5Export and Sanctions

You represent that you are not located in, and are not a national or resident of, any country subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted-party list. You will comply with all applicable export control and sanctions laws in using the Services.

22.6Relationship; No Third-Party Beneficiaries

The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship. Except for the indemnified parties in Section 18 and as provided in Section 22.7, there are no third-party beneficiaries of these Terms.

22.7Apple App Store

If you download the App from the Apple App Store: these Terms are between you and Property Shield only, not Apple; Apple has no obligation to furnish maintenance or support; in the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price for the App (if any). Apple has no other warranty obligation with respect to the App. Apple is not responsible for addressing any claims relating to the App or your possession or use of it, including product liability, legal or regulatory compliance, and consumer protection claims. Apple is not responsible for third-party intellectual property claims. You must comply with the App Store Terms of Service and any applicable third-party terms (such as your wireless data service agreement) when using the App, and any questions, complaints, or claims regarding the App should be directed to Property Shield as set forth in Section 23.

22.8Interpretation

Headings are for convenience only. “Including” means “including without limitation.” These Terms will not be construed against the drafter. These Terms are drafted in the English language. Any translation is provided for convenience only, and the English version will control in the event of any conflict.

22.9California Residents

Under California Civil Code § 1789.3, California users are entitled to the following notice: the Services are provided by Prop Shield, Inc., 815 E. Worthington Avenue, Charlotte, NC 28203. To file a complaint regarding the Services or to receive further information, contact us at legal@propertyshield.co, or contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

22.10Equitable Relief

You acknowledge that any breach or threatened breach of Sections 4, 5, 10, or 11 may cause Property Shield irreparable harm for which monetary damages would be an inadequate remedy, and that, subject to Section 20.6, Property Shield may seek injunctive or other equitable relief to restrain such breach, without the necessity of posting a bond, in addition to any other remedies available at law or in equity.

23.Contact Us

Prop Shield, Inc. (d/b/a Property Shield)815 E. Worthington AvenueCharlotte, North Carolina 28203United StatesGeneral support: support@propertyshield.coLegal notices: legal@propertyshield.coPrivacy: privacy@propertyshield.coVerification questions (Verified Individuals): verify@propertyshield.coSecurity: security@propertyshield.co