Terms of Our Service

1.0 Introduction:

The following Terms of Conditions (the "Terms" or "TOC") are applicable to this website, Prosway Inc., and govern your utilization of Prosway's platform, services, applications, and tools (collectively hereinafter referred to as the "Services"). Within the Terms of Conditions, references to "Prosway", "we", or "us" shall mean Prosway, Inc. By accessing the Services, the user, member, seller/owner, bidder, buyer, and/or entity (collectively may be referred to as "You") using Prosway's platform agree to abide by these terms.

2.0 About Prosway:

2.1 Prosway is an online marketplace that serves as a venue to allow sellers to market and advertise properties (also referred to as "Properties," "Property," "Listing," or "Listings") that are available for sale in various geographical locations across the United States. Prosway serves as a conduit that connects sellers with potential buyers. Properties will be listed on Prosway's website where potential buyers may express their interest through placing offers on the properties. The timeframe during which the Property is marketed by Prosway to potential buyers is referred to as the Offer Period. The Offer Period is not a traditional auction; the seller may accept any offer that they deem appropriate at any time during this period. Therefore, buyers are advised to place serious offers to avoid losing the opportunity to secure the property. Prosway is not a traditional Auctioneer as described in Tenn. Code Ann. § 62-19-101 et seq. The Offer Period is an Auction-like style bidding process to determine the most suitable buyer and is exempt from Tenn. Code Ann. § 62-19-101 et seq.

2.2 The seller may accept an offer that they deem reasonable or beneficial at any time during the Offer Period. If the seller accepts an offer, the parties shall enter into a Purchase Option Term within Forty-Eight (48) hours, during which they must enter into a purchase contract for the Property. Sellers must inform Prosway if there is a failure to contract, and Prosway shall then connect the seller with the next most suitable offer. Prosway's advertised properties do not involve legally binding offers to buy and sell. Prosway does not partake in the direct facilitation of transactions between buyers and sellers; thus, Prosway has no control over the quality, safety, or legality of the properties marketed. Buyers should conduct their own due diligence related to the property and the Seller. Sellers should conduct their own due diligence related to the Buyer. Additionally, Prosway does not guarantee the accuracy of the listings, nor the capability of sellers to sell the Property or buyers to procure them. Prosway cannot guarantee that a transaction will be completed by either party. During the Purchase Option timeframe, we expect sellers and potential buyers to act in good faith.

2.3 Prosway's website is an online tool that allows sellers to advertise their properties and connect with potential buyers. Buyers may view the seller's marketed properties, along with relevant information based on Prosway's research of such properties. Prosway is not the seller of these properties and does not enter into contractual agreements between sellers and buyers. Prosway does not operate as a broker entity or assume the role of a traditional auctioneer. Prosway does not engage in the selling, purchasing, leasing, or brokering of the advertised properties. Prosway does not counsel sellers or buyers, show properties, or negotiate contracts between parties. Therefore, no brokerage relationship, MLS association, or any fiduciary relationship shall be deemed to be created between Prosway, sellers, and buyers.

3.0 User Responsibilities:

It is the User's responsibility to maintain the confidentiality of their account information, including both username and password. You bear responsibilities for all activities conducted under your account. You agree to immediately notify Prosway of any unauthorized use or security breach in your account. It is your responsibility to securely logout of your account at the conclusion of each session. Prosway is not liable for any losses or damages that arise from your failure to comply with the Terms of Conditions.

4.0 Revision to Terms of Conditions:

The TOC is subject to periodic updates by Prosway with no obligation to provide prior notice. Prosway reserves the right, at any juncture, to modify or discontinue the Services, either temporarily or permanently. You can review the most recent revision of the TOC at any time at Prosway's Terms of Conditions page.

5.0 Policy Enforcement:

You agree that Prosway has the right to terminate your account or modify or terminate all or part of our Services to any User, or to terminate this agreement with any User, for any reason at Prosway's discretion if we believe that you have violated the TOC.

6.0 Service Modification:

Prosway retains the authority to modify, suspend, or discontinue any part of its Services to any User at its discretion. Your agreement acknowledges that Prosway is not liable to you or to any third party for any modification, suspension, or discontinuations of the Services.

7.0 Prosway Intellectual Property:

All information provided by Prosway, including but not limited to text, graphics, logos, images, data, estimates, Services, and software (collectively referred to as "Content"), is the proprietary asset of Prosway and is protected by Intellectual Property Laws. Usage, reproduction, distribution, or the creation of derivative works from this Content is strictly prohibited without explicit permission from Prosway.

8.0 Content:

8.1 The Content provided by Prosway serves for informational purposes only. When Users provide Content to us using our Services (directly or indirectly), the User grants us non-exclusive, royalty-free license to exercise any and all Intellectual Property Rights associated with that Content. This encompasses the development of new offerings as part of our Services, across any media existing or developed in the future. By usage of our Services, you further acknowledge and agree to waive your right to enforce Intellectual Property Rights against Prosway.

8.2 Prosway is committed to maintaining the confidentiality of Content within our Services. However, you understand and agree that, by using our Services, we may need to access and share your Content with our employees, agents, contractors, or third-party service providers to fulfill the intended purpose of our platform.

8.3 The user alone is solely responsible for ensuring that any Content provided is accurate, appropriate, and legal. You affirm that all Content you own, or control is precise. Prosway reserves the right to remove or refuse to display any Content that violates the TOC.

9.0 Listing Policy:

The following outlines the requirements for advertising properties on Prosway. You acknowledge and agree to the following:

9.1 Realtors and Wholesalers must have permission from the seller in order to market the property on Prosway.

9.2 Sellers are required to conduct a thorough inspection of the property before listing. Sellers shall disclose any damages, required rehabilitations, or any other pertinent information related to the property.

9.3 All advertised listings on Prosway's platform must include clear, visible images of the property along with a video walkthrough. These images shall include a photo of the front of the property, the rear of the property, the kitchen, and at least one bathroom. A minimum of 30 high-quality pictures that showcase the property, and associated damages is recommended.

9.4 Sellers will utilize their seller profiles to post properties they wish to advertise. Once a property is submitted, it will be staged for publication. A Prosway representative will post the listing to the website if it is complete or reach out to the seller for further information. Through their seller profiles, sellers will be able to review, accept, reject, or counter offers placed.

9.5 Sellers affirm their authority to list the property and acknowledge their willingness to sell the property.

9.6 The seller agrees to take full responsibility for the accuracy of the listing information provided.

9.7 Sellers agree not to falsify any listing information or engage in any illegal activities related to the listing.

9.8 Sellers assure that the listing does not infringe upon any third-party intellectual rights.

9.9 The accuracy of the listing is solely the seller's responsibility, and Prosway is not liable for the verification or accuracy of the listing.

9.10 Prosway reserves the right to remove, modify, or deactivate any listing at its discretion and without prior notice. In such cases, the seller agrees to indemnify Prosway.

10.0 Fees:

Creating an account on our platform is free. However, to unlock the ability to place offers on properties, users are required to make a one-time payment of Five Hundred Dollars ($500). This fee grants unrestricted access to submit offers through our platform.

10.2 Listing and advertising properties on Prosway's platform is free. However, if a property is sold through a buyer connected via Prosway, sellers are required to pay a One Thousand Dollar ($1,000) fee upon closing.

10.3 The advertisement fee is invoiced to the seller after the conclusion of the Marketing Time Period to obtain the buyer's information. Should the seller renege from entering a Purchase Contract with the buyer without valid justification, the deposit is retained. Conversely, if the buyer fails to enter a purchase contract with the seller without valid reason, a refund of the advertisement fee is provided.

10.4 All fees are subject to change without prior notice. Read the updated TOC at Prosway website for the latest revision.

11.0 Offer Policy:

When utilizing our Services, the User agrees to and acknowledges the following Bidding Policy:

11.1 The User agrees that placing an offer on a property is based on their independent examination, inspection, knowledge, and other due diligence. The User is relying upon their own determination of the value and condition of the Property and not on information provided by Prosway. The User acknowledges that they are not relying on Prosway's estimated values, rehab costs, potential profits, or any information provided by Prosway.

11.2 The User is responsible for reading the full property listing before making an offer.

11.3 The User is responsible for conducting its own due diligence and thoroughly investigating each property prior to placing an offer. All Content provided by Prosway is based off its research and studies which are estimates and not to be relied upon.

11.4 The User agrees that, when placing an offer on a listing, the User is affirming their intention to purchase such property.

11.5 Prosway reserves the right to reject or void offers for any reason, in its own discretion, if Prosway suspects or determines a breach in the TOC. Should a dispute arise regarding a bid, Prosway is the sole deciding authority, and the user agrees to indemnify Prosway.

11.6 Prosway reserves the right to modify or cancel the Services during the Offer Period without notice and has no obligation or liability to Users as a result of modification or cancellation.

12.0 Offer Epilogue

12.1 The Offer Period is not a traditional auction. The seller may accept any offer at any time during the Offer Period. Therefore, buyers are advised to place their serious offers promptly to avoid losing the opportunity to secure the property. Offer Epilogue After the seller accepts an offer, the Purchase Option Term shall begin. The Purchase Option Term is a Forty-Eight (48) hour time period during which the parties shall enter into a purchase contract for the Property. Buyer and Seller shall indemnify Prosway from any issues that arise during the transaction process. It is the parties' duty to complete the transaction and submit the necessary paperwork for property transfer in accordance with local regulations. It is the responsibility of buyers to perform their own due diligence, including but not limited to inspecting the property and obtaining a title search. Prosway does not guarantee that a transaction will be completed by either party. It is the seller's and buyer's obligation to act in good faith.

13.0 Disclaimer of Warranties:

13.1 Prosway's platform, Services, products, and Content shall be provided on an "as is" and "as-available" basis, without any warranties or representations. By using Prosway's Services, the User acknowledges and agrees that Prosway is not responsible for examining or warranting the listings or Content provided by parties through our Services. The User further agrees to hold Prosway harmless for any inaccuracies.

13.2 The User understands and agrees that its use of Prosway's platform, Services, or website is at their sole risk, and assumes full responsibility for any associated costs. No advice or information obtained by you from Prosway, or through the Service, shall create any warranty not expressly stated in this TOC. The estimates provided by Prosway are formulated based on Prosway's own research, incorporating publicly available information and user-submitted data, and Prosway does not guarantee the accuracy of these estimates. If you rely on our Services, including Content, you do so at your own risk. It is the User's responsibility to conduct due diligence and thoroughly investigate each property. Users must rely solely upon their own investigation and not on any information provided by Prosway. See Bidding Policy for further information.

13.3 Prosway provides information on comparable properties as a reference tool and not as formal appraisals. These comparable properties serve as helpful aids for informational purposes only. Users are to conduct their own research and due diligence on comparable properties. We do not guarantee the accuracy or completeness of the information provided, it is based on our own research. Users acknowledge that reliance on such data is at their own risk.

13.4 Prosway does not guarantee that any listing sold can be legally registered in any state. The User agrees to all risks associated with the variations of property law in differing states.

13.5 Prosway is not responsible for any defects, errors, or omissions caused by third parties, including, but not limited to title companies, closing companies, sellers, buyers, lenders, or governmental entities involved.

13.6 The User agrees and understands that varying internet connection speeds, loss of connection, processing speed, and other internet related factors may cause a delay, loss, or affect the countdown bidding interface that appears on each User's screen. The User is responsible for maintaining adequate internet connection, and technological resources during the bidding period.

13.7 Prosway is not the facilitator of any real estate transactions. Prosway's role is limited to hosting advertisements of properties for sale by the seller and providing a platform for sellers to connect with potential buyers. Prosway does not provide assurances or representations regarding the marketed properties on our website, the sellers associated with these properties, the accuracy of information supplied by sellers, or the financial capacities of potential buyers. It is strongly recommended that prospective buyers undertake comprehensive due diligence prior to committing to the purchase of advertised properties.

14.0 Limitation of Liabilities:

You expressly understand and agree that:

14.1 Prosway does not guarantee that our Services will be uninterrupted, timely, secure, or error-free.

14.2 Prosway does not guarantee that the results obtained from the use of our Services will be accurate, reliable, complete, or current.

14.3 Prosway does not guarantee that our Services will be free from viruses or other harmful components.

14.4 Prosway is not responsible for incorrect or inaccurate entry of information, human error, technical malfunctions, or software of any combination thereof.

14.5 Prosway is not liable, and you agree to not hold us responsible, for any damages or losses including, but not limited to loss of money, reputation, profits, other intangible losses, or any special, indirect, or consequential damages.

15.0 Indemnity:

15.1 You expressly agree to indemnify and hold Prosway, its affiliates, agents, and employees harmless from any claim or demand, including legal fees, asserted by any third party arising out of or in connection with your use of our Services, breach of this Terms of Conditions, or improper utilization of our Services.

15.2 Bidders, users, and visitors who are California residents waive California Civil Code §1542, which reads: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

16.0 Dispute resolution and Waiver of Class or Representative Action:

The User agrees and acknowledges that as a condition for the use of the Prosway platform, you agree that any claims and/or demands that arise will be resolved and raised on an Individual basis and not as a plaintiff, class, or representative actions. User agrees to waive their right for such class and representative actions.

17.0 General Information

These Terms of Conditions are governed by the federal law and by the laws of the State of Tennessee without regards to its conflict of law provision. The User and Prosway agree that this TOC sets forth the entire understanding and agreement between the User and Prosway. Without limiting Prosway's ability to refuse, modify, or terminate all or a part of our Services, Prosway may also terminate this TOC with anyone at any time for any reason, at Prosway's sole discretion if any of these Terms of Conditions were deemed breached. User agrees to pay all fees associated with the usage of Prosway's platform. By agreeing to these terms and conditions, you consent to receive SMS and email messages from Prosway regarding updates, promotions, and relevant communications.

18.0 Matchmaking System Service

By utilizing our matchmaking system—whether through filling out the seller or buyer forms—you acknowledge and agree that if a successful match results in a closed transaction: *The seller to pay $1,000 matchmaking service fee due at closing. *If the buyer party is a realtor or wholesaler (not direct buyer), the realtor or wholesaler to pay matchmaking service fee of $1,000 due at closing. Direct buyers are not subject to this fee.