Terms & Conditions

Please read these Terms and Conditions (“Terms”) carefully before using our Service. These Terms constitute a binding legal agreement between you and Propify LLC and govern your use of this Website and/or application as well as any services provided to you that are accessed through our Service (as defined below).

By using our Service, you accept and agree to these Terms on behalf of yourself or the entity you represent, and you represent and warrant that you have the right, authority, and capacity to do son behalf of yourself or the entity you represent. If you do not wish to be bound by these Terms, you may not access or use our Service.

‍Definitions
For the purposes of these terms and conditions:

• Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

• Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Propify LLC, 1 N. Wacker Drive, Suite 2400, Chicago, IL 60606.

• Country refers to: United States.

• Feedback means feedback, comments, innovations, or suggestions sent by You regarding the attributes, performance or features of our Service.

• Service refers to the Company’s websites, applications, or other platforms maintained by the Company or its Affiliates.

• Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.

• You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

‍Acknowledgment
These are the Terms governing the use of the Service and the agreement that operates between You and the Company. These Terms set out the rights and obligations of all users regarding the use of the Service. Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service. By accessing or using the Service You agree to be bound by these Terms. If You disagree with any part of these Terms, then You may not access the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes our policies and procedures on the collection, use and disclosure of Your personal information when You use our Website, Application, and other platforms, and tells You about Your privacy rights and how the law protects You. Please read our Privacy Policy carefully before using our Service.

‍Intellectual Property
The Service and its original content(excluding content provided by You or other users), features and functionality are and will remain the exclusive property of the Company, its Affiliates, and its licensors. The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company. You will not challenge the ownership or rights in the content on the Company’s Service or any component thereof.

Your Feedback to Us
You assign all rights, title, and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

‍Links to Other Websites
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party websites or services that You visit.

‍Termination
We may terminate or suspend your access to the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms. Upon termination, your right to use the Service will cease immediately.

‍Limitation of Liability
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its Affiliates or partners under any provision of these Terms, and Your exclusive remedy for all of the foregoing, shall be limited to the amount actually paid by You through the Service or 100 USD if You have not purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company, its Affiliates or partners be liable for any special, incidental, indirect, or consequential damages whatsoever (including, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software or third-party hardware used with the Service, or otherwise in connection with any provision of these Terms), even if the Company or any Affiliate or partner had been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

‍"AS IS" and "AS AVAILABLE" Disclaimer
The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, the Company does not make any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

‍Governing Law and Venue
The laws of Illinois, excluding its conflicts of law rules, shall govern these Terms and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. You also agree that the appropriate venue for any and all claims related to the Service will be brought in the State or Federal courts located in Chicago, Illinois.

‍Disputes Resolution
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

‍United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

‍Severability and Waiver

‍Severability
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

‍Waiver
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

‍Indemnification
You agree to indemnify and hold harmless the Company, its Affiliates, officers, directors, employees, agents, licensors and suppliers from and against all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including reasonable attorneys’ fees) resulting from any violation of these Terms or any activity resulting from or arising out of Your use and access of the Service or a breach of these Terms.

‍Translation Interpretation
These Terms may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

‍Changes to These Terms
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide notice prior to the revision taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

‍Entire Agreement
These Terms constitute the entire agreement between You and the Company with respect to your use of the Service and supersedes all prior or contemporaneous communications and proposals, whether oral, written, or electronic, between you and the Company with respect to the Service.

‍Contact Us
If you have any questions about these Terms, you can contact us by email or mailing address at: Propify, One North Wacker, Suite 2401, Chicago, IL 60606 or jtheis@propify.com.