Terms & Conditions

Last updated: 10/10/2024

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, realtor, 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 a SaaS (Software as a Service) platform designed to facilitate connections within the real estate industry. The platform provides matchmaking services that connect buyers, sellers, and realtors for property opportunities and co-listing partnerships (also referred to as "Properties," "Property," "Listing," or "Listings") that are available in various geographical locations across the United States.

2.2 Prosway serves as a conduit that connects sellers with potential buyers. Prosway is not a Realtor, Broker, or Wholesaler. The platform acts solely as a facilitator, providing tools and services to support connections and partnerships between users. Prosway does not represent, list, or sell properties directly and does not engage in brokerage activities.

2.3 Prosway’s services include providing a platform for users to view and interact with property listings, enabling sellers to showcase their properties, and helping buyers and realtors find opportunities that align with their goals.

2.4 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. We expect sellers and potential buyers to act in good faith.

3.0 User Responsibilities:

3.1 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.

3.2 Users are responsible for maintaining the confidentiality of their account information, including usernames and passwords. Any activity conducted under a user’s account is their sole responsibility. You agree to immediately notify Prosway of any unauthorized use or security breach in your account.

3.3 Users agree not to use the platform for any illegal or unauthorized purposes, including but not limited to submitting false information, engaging in fraudulent activities, or violating intellectual property rights.

3.3 Users must ensure that all communications conducted through the platform are professional and adhere to Prosway’s guidelines.

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 listing properties on Prosway. You acknowledge and agree to the following:

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

9.2 Sellers agree to provide clear, accurate, and truthful information about their properties, including current photos, detailed descriptions, and any known issues or defects.

9.4 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 Matchmaking System Service

10.1 By using Prosway’s matchmaking system, users agree to participate in a process informed by detailed property and market analysis. Matches are made based on listing details, buyer preferences, and realtor input integrated within Prosway’s platform.

10.2 Prosway’s platform includes a built-in search criteria system that captures user preferences and integrates them into the matchmaking process. This system is not a separate form but part of the platform’s core functionality, ensuring seamless and efficient matching.

10.3 Based on these integrated inputs, Prosway matches:

• Sellers with buyers or realtors representing buyers who meet their property criteria.
• Realtors with FSBO properties that align with their buyer’s needs or with FSBO properties they can list directly.
• Realtors with properties open for potential co-listing agreements with other realtors.

10.4 For co-listing matches, Prosway’s role is limited to providing the connection. It is the responsibility of the matched realtors to sign or agree on co-listing arrangements. Realtors are advised to conduct their own due diligence on one another before entering any agreements. Prosway is exempt from any co-listing negotiations or liabilities.

10.5 Prosway’s system facilitates these connections to create a comprehensive solution for all users, ensuring a seamless process driven by data and user input.

11.0 No Fees

11.1 Prosway does not charge users for creating accounts, listing properties, or accessing platform features. All services provided are free to ensure accessibility and encourage platform engagement.

11.2 Fees are subject to change in the future, and users will be notified of any fee changes before implementation.

12.0 Interaction Policy

12.1 Buyers and agents using Prosway’s platform are responsible for conducting their own due diligence and ensuring they understand the property details before contacting the seller. T The User acknowledges that they are not relying on Prosway's estimated values, rehab costs, potential profits, or any information provided by Prosway.

12.2 Users interested in any property must communicate directly with the seller through the platform’s messaging feature to discuss potential transactions, co-listing opportunities, or further inquiries.

12.3 Prosway does not facilitate or oversee negotiations, offering periods, or transactions. All communications and agreements are solely between the buyer and seller.

13.0 Prosway-Provided Data

13.1 Prosway provides data and information as reference tools and not as formal appraisals. These serve as helpful aids for informational purposes only.

13.2 The data provided by Prosway, including but not limited to flip scores, rent estimates, property estimates, profits, or any other analytical metrics, is for informational purposes only. This data is based on internal research and publicly available sources and should not be relied upon as the sole basis for investment decisions.

13.3 Users are strongly advised to conduct their own research and due diligence when utilizing Prosway-provided data. Prosway does not guarantee the accuracy, completeness, or reliability of the information provided.

13.4 Users acknowledge that reliance on such data is at their own risk and agree that Prosway shall not be held liable for any outcomes resulting from the use of this information.

13.5 Prosway leverages public and proprietary data to analyze market trends and property performance. By agreeing to these Terms, users consent to the use of their provided data to enhance matchmaking capabilities and improve market insights.

14.0 Disclaimer of Warranties:

14.1 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.

14.2 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.

14.3 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.

14.4 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.

14.5 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.

14.6 Prosway is not the facilitator of any real estate transactions. Prosway's role is limited to facilitating connections 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.

15.0 Limitation of Liabilities:

You expressly understand and agree that:

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

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

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

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

15.5 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.

16.0 Indemnity:

16.1 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.

16.2 Buyers, sellers, realtors, 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."

17.0 Dispute resolution and Waiver of Class or Representative Action:

17.1 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.

17.2 Prosway is not liable for any disputes arising between users, including buyers, sellers, or realtors. Users are encouraged to resolve disputes independently and act in good faith.

17.3 Prosway does not guarantee the success of matches or the completion of transactions initiated through the platform.

18.0 General Information

18.1 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. By agreeing to these terms and conditions, you consent to receive SMS and email messages from Prosway regarding updates, promotions, and