TERMS OF SERVICE AND END USER LICENSE AGREEMENT

Last Updated: June 11, 2020

BY USING OR ACCESSING OUR SERVICES LOCATED AT PROCHAMPS.COM (“SERVICES”), YOU AGREE TO BE SUBJECT TO AND BOUND BY THIS TERMS OF SERVICE AND END USER LICENSE AGREEMENT (COLLECTIVLY THE “EULA”). NO ALTERATION OR MODIFICATION OF THIS EULA SHALL BE BINDING UNLESS SIGNED BY US IN WRITING. YOU ARE ADVISED TO READ THIS EULA AND FULLY UNDERSTAND IT PRIOR TO YOUR USE OF OUR SERVICES. IF YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS THE SERVICES.
References herein to the “Company,” “we,” “us,” or “our” means Property Registration Champions, LLC, dba PROCHAMPS, a Florida limited liability company, with offices at 2725 Center Place, Melbourne, FL 32940 (“PROCHAMPS”).  “You” or “Your” refers to anyone who accesses the Services, including but not limited to anyone who accesses these Services through a user name and password which you have selected, PROCHAMPS has generated, or through a user name and password given to you by parties who have contracted with PROCHAMPS to participate in the PROCHAMPS At-Risk Program (“PROCHAMPS Program”).


Section 1. PROCHAMPS Service Offerings

A.    PROCHAMPS.com is the property of PROCHAMPS and has been created for the purpose of registering properties in compliance with the applicable Ordinance in conjunction with the PROCHAMPS Program.
B.    The USER is the mortgagee, owner, or landlord or anyone authorized by the mortgagee, owner, or landlord or their representative to provide the information required and/or to complete the property registration and provide information on their behalf for any property registered or updated registration information.
C.    The USER represents and warrants that all information provided by the USER through the Services is true and accurate and, upon the request of PROCHAMPS or the Community in which the property lies, the USER will provide documentation to verify said information within five (5) business days of the request.
D.    The USER personally, or on behalf of the mortgagee, owner, or landlord or their representative, will not knowingly or intentionally violate or fail to comply with the provisions of the applicable Ordinance that governs the registered property.
E.    User understands that a property is not considered registered and compliant with the applicable Ordinance until User furnishes all information required pursuant to the applicable Ordinance is furnished and all registration fees and any applicable inspection fees, late fees, fines or penalties have been paid in full.
F.    The applicable Community, and if authorized, PROCHAMPS, shall, in good faith and based on the information the USER provided, make decisions, take actions, and/or engage in enforcement activities against any property the USER has registered. This may result in negative consequences, financial penalties, or otherwise, for the mortgagee, owner, landlord, their representative(s), their organization, and/or the USER personally.
G.    The USER is responsible for all information provided by any person using the USER’S account and authorization to enter PROCHAMPS.com.
H.    The USER shall review the Ordinance requirements and exceptions prior to registration. If the USER registers properties that are excluded from registration or are not required to be registered pursuant to the applicable Ordinance, USER understands that this is the fault of the USER and not the Community or PROCHAMPS. All applied property registration payments are final, no refunds will be provided.
I.    All registration payments remitted to PROCHAMPS via check shall be deposited upon receipt. If a remitted check payment is insufficient, excessive, duplicate, or erroneous in any way, it will be credited to the USER’s Suspense Account pending USER’s instructions for the application of the funds. Funds will be held in a USER’s Suspense Account for thirty (30) calendar days before processing the funds for an automatic refund. The thirty (30) day holding period shall commence the first day the funds are credited to the USER’s suspense account. Once a month, PROCHAMPS shall automatically refund all funds held in suspense for more than thirty (30) days, minus a ten percent (10%) processing fee.
J.    Any balance due shown through the Services is calculated based on fee requirements set by the community and information collected by PROCHAMPS and/or provided to PROCHAMPS by authorized Responsible Parties. The balance due shown by PROCHAMPS does not constitute a bill or a lien against the property and should not be interpreted or communicated as such. The balance due can be adjusted via deregistration or a dispute sent to PROCHAMPS support.
K.    If a community chooses to enforce against non-compliant registrations the balance due and additional fees, fines, penalties, and/or judgments may be assessed against the
entity that required registration.
L.    Use of our Services is subject to your agreement with this EULA and your compliance with same. We make no representation or warranty with respect to the quality, accuracy and/or completeness of the Services. We may modify, update, and/or alter the Services at any time and for any reason, in our sole discretion.
M.    In addition to the Limitations on Liability in Section 10, PROCHAMPS, its parent companies, subsidiaries, officers, employees, agents, and contractors, assume no liability for losses, expenses (including attorneys' fees), damages, and liabilities of any kind incurred by the User through the use of or reliance on the information contained on PROCHAMPS.com, whether occurring directly or indirectly as a result of errors, omissions, or discrepancies in the information. By using PROCHAMPS.com, the USER agrees that PROCHAMPS, parent companies, its officers, employees, agents, and contractors shall not be held liable for any damages incurred by the USER, and/or the USER’s organization, that may result from the use of, or reliance upon, any of the information contained therein.

  
Section 2. Service Registration

Certain of our Services require you to register to use them. In such case, you agree that all information you provide is truthful, current and complete. If there is any change to your registration information, you agree to provide us with updated information immediately. To the extent any of the Services are password protected, you agree to keep such password confidential. At the end of any use of a password protected Service, you agree to exit and logout out of your user session. Under no circumstances shall we be responsible for any loss or damage that may result if you fail to comply with these requirements.
 

Section 3. Third Party Transactions
  
The Services may contain links to other Internet websites and services owned by third parties (“Third Party Services”). Any use of Third Party Services is at your own risk and subject to the terms of use with respect to such Third Party Services. We have no control over Third Party Services, and we disclaim all representations and warranties with respect to such Third Party Services in their entirety. Any transactions you undertake with Third Party Services, including payment transactions, are solely between you and the applicable Third Party Services. You understand and agree that under no circumstances shall we be responsible for or liable to anyone in connection with your use of Third Party Services and any transactions conducted with such Third Party Services. You agree to direct any questions, complaints, or claims related to a Third Party Service to such Third Party Service.   

 
Section 4. Your Content
 
Our Services may allow you to upload, post, transmit or make available content and materials to or through them (“Your Content”). You agree that you are responsible for Your Content and we shall not except as otherwise set forth herein, be responsible for Your Content.


Section 5. Ownership and Intellectual Property Rights

As between us and you, we own all right, title and interest in and to the Services and the Service Content, data and any compilations of data, including all Intellectual Property Rights (as defined below). You agree that you shall not copy, download, modify, sell, license, transfer, publish, transmit, reproduce, create derivative works of, distribute, publicly perform, publicly display, or in any way exploit any of the Services or Service Content, whether in whole or in part, in particular for promoting any service that is competitive to Company Offering. “Intellectual Property Rights” means all worldwide copyright, trademark, trade secret, and all rights related to issued and pending patents, and all copyright, trademark and patent registrations and applications for registrations (including patent reissues, divisions, continuations, continuations-in-part, renewals and extensions).


Section 6. Licenses
 
We hereby grant you an individual, non-assignable, non-exclusive, revocable, non-transferrable, right to access and use the Services and Service Content for your own use, subject at all times to your compliance with this EULA. All other uses of our Services and Service Content shall constitute a breach of this EULA and is strictly prohibited.
 
 
Section 7. Your Privacy
  
Our Privacy Practices, available at https://prochamps.com/PROCHAMPS_Common_CW/UIUtils.PrivacyPolicy.aspx which is incorporated by reference into this EULA provides information and the terms upon which we collect information from you in connection with the use of the Services. You agree to be bound by our Policy Privacy by using our Services.

  
Section 8. Services Communications
  
Our Services include, in some cases, the ability to communicate to you, such as via email, text message, and may include push notifications. You hereby consent to our use of all means of communication available to us to contact you.

  
Section 9. Service Use Restrictions
 
The information contained within the PROCHAMPS Services shall not be reproduced or retransmitted in any form, and the accounts and descriptions contained therein shall not be disseminated, without express written consent of PROCHAMPS.
In connection with your use of the Services, you shall not in any way transmit, publish, post, upload, disseminate, or distribute any (i) corrupted files, viruses, trojan horses, worms, spyware, time bombs, cancelbots, or any other similar software or programs; and/or (ii) defamatory, infringing, vulgar, sexually explicit, obscene, indecent, offensive, inappropriate, profane, or unlawful content or any hate speech (i.e., racist/discriminatory speech). You shall also not (i) impair anyone else from using the Services or interfere with the proper functioning of the Services; (ii) access the Services (including by use of robots, scripts, spiders or other automated means) other than via the means provided by us; (iii) misrepresent your identity in anyway; (iv) overburden the Services in anyway; and/or (v) violate any law, rule or regulation in connection with your use of or access to the Services.

 
Section 10. Disclaimer of Warranties and Limitation of Liability

WE AND OUR PARENT COMPANIES, SUBDISIDIARIES, OWNERS, AGENTS, THIRD PARTY SERVICE PROVIDERS, THIRD PARTY CONTENT PROVIDERS, AND ALL EMPLOYEES AND LICENSORS OF EACH AND EVERYONE OF THE FOREGOING (COLLECTIVELY, THE “PROVIDER”) MAKE NO WARRANTIES OF ANYKIND, EITHER EXPRESS ORIMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES, SERVICE CONTENT, THIRD PARTY SERVICES, THIRD PARTY CONTENT, AND ANYTHING RELATED TO EACH AND ALL OF THE FOREGOING (COLLECTIVELY, THE “OFFERINGS”). THE OFFERINGS ARE MADE AVAILABLE TO YOU ON AN “AS IS, AS AVAILABLE” BASIS. YOUR USE OF THE OFFERINGS IS AT YOUR SOLE AND EXCLUSIVE RISK. PROVIDER DISCLAIMS RESPONSIBILITY FOR ANY LOSS, DAMAGE, FAILURE OR OTHER LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE OFFERINGS.
PROVIDER MAKES NO WARRANTY THAT: THE OFFERINGS WILL MEET YOUR REQUIREMENTS; THE OFFERINGS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; THE RESULTS THAT MAYBE OBTAINED FROM THE USE OF THE OFFERINGS WILL BE ACCURATE OR RELIABLE; OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL THAT YOU OBTAIN THROUGH THE OFFERINGS WILL MEET YOUR EXPECTATIONS.
YOU EXPRESSLY AGREE THAT YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE OFFERINGS AND THE ACCURACY OR COMPLETENESS OF ITS CONTENT. NEITHER WE NOR OUR PARENT COMPANIES, SUBSIDIARIES, PARTNERS, AFFILIATES, OR OPERATORS SHALL BE LIABLE FORANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, ORCONSEQUENTIAL DAMAGES ARISING OUTOF THE USE OF OR INABILITY TO USE THE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ACTION ON THIS AGREEMENT MAY BE BROUGHT MORE THAN 12 MONTHS AFTER IT ACCRUES.
 
 
Section 11. Your Indemnity Obligations
 
You hereby agree to indemnify, defend and hold Provider harmless from and against any and all liability, losses, costs, and expenses (including attorneys’ fees) incurred by Provider, or any one of them, in connection with any claim, arising out of your use of the Offerings, Your Content, any violation of this EULA, including any supplemental term, and/or your violation of the rights of any other party, including the Provider, or any one of them. Notwithstanding the foregoing, we may assume the defense and control of any indemnifiable claim, for which you agree to provide your cooperation and to assume the costs thereof.
 
 
Section 12.  Liquidated Damages.
 
You acknowledge the particular value to the Company of the confidentiality, ownership and use restriction provisions contained herein in Sections 5 and 9 of this Agreement, any breach of which cannot reasonably or adequately be compensated in an action at law. Therefore, you agree that if Sections 5 or 9 are violated, as determined by a court of competent jurisdiction, in addition to any other rights or remedies the Company may possess, the Company shall be entitled to recover from You liquidated damages in the amount of TEN THOUSAND DOLLARS ($10,000.00) per breach, which amount You agree is reasonable and not a penalty. Your further agree that the Company will be entitled to immediate injunctive and/or other equitable relief to prevent or remedy a breach of these provisions, and reasonable attorneys’ fees and costs incurred in obtaining the aforementioned relief, without reinstatement of any claim, right, or demand You have settled by and through this Agreement.  The parties further acknowledge that (a) the amount of loss or damages likely to be incurred by the Company is incapable or is difficult to precisely estimate and (b) the amounts specified bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by the Company.
 
 
Section 13. Termination and Related Rights
 
At any time we may, in our sole discretion, terminate, suspend, modify or otherwise restrict your access to all or any part of the Offerings, as well as remove, delete, refuse, move, or otherwise modify Your Content. The exercise of the foregoing rights shall be without liability to you and you agree to refrain from taking any action against us with respect to the exercise of such rights and shall indemnify us from all costs and expenses if you take any such action. All of your obligations arising under this EULA shall survive such termination of use to the fullest extent permissible under the law.
 
 
Section 14. Governing and Venue
 
ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE PRC PROGRAM WILL BE GOVERNED AND CONSTRUED BY AND UNDER FLORIDA LAW, EXCLUDING FLORIDA’S CONFLICT OF LAWS RULES; ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE PRC PROGRAM WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF BREVARD COUNTY, FLORIDA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THESE COURTS.


Section 15. Miscellaneous
 
The failure of us to enforce any right or provision arising out of this EULA shall not constitute a waiver of that or any other right or provision. We may assign this EULA to any party. You may not assign any rights or obligations arising under this EULA. If we are required by state or federal law to notify you of certain events, you agree that the posting of such notice on the Services or delivering them to you through an electronic communication in accordance with this EULA shall be sufficient for all such purposes. You may update your communication preferences by visiting the Services where you have provided contact information. If you do not provide us with accurate information, we cannot be held liable if we fail to notify you. This EULA governs your use of the Service. If any part of this EULA is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this EULA shall continue in effect. At any time and without notice to you, we may modify this EULA by posting a revised EULA on the Services. Your continued use of the Services constitutes your unconditional and binding acceptance of this EULA, including any amendments, revisions, alterations, modifications and/or supplements that we make from time to time in accordance with the provisions of hereof.