Terms of Use

  1. Professional Lien Search, LLC d/b/a PropLogix (“PropLogix”) shall provide Requests for Proposals (the “PropLogix RFPs”) from PropLogix clients to Surveyor to perform survey and survey related services (the “Services”), and, if selected, Surveyor shall provide the Services subject to these Terms of Use. For all purposes hereunder, the term Services is intended to encompass the broadest range of services customarily performed by surveyors, and is intended to capture all work requested to be performed by Surveyor.
  2. Surveyor shall provide a bid to PropLogix, which shall include (i) the cost of the Services, (ii) time of delivering the Services, (iii) whether an elevation certificate is included, (iv) whether pre-payment is required, and (v) any other information which, in Surveyor’s professional opinion, is relevant to provide a complete and accurate bid (the “Surveyor’s Bid”). Surveyor shall not provide a Surveyor’s Bid unless or until Surveyor has determined that the Surveyor understands the full scope of work being requested. By providing a Surveyor’s Bid, Surveyor shall be deemed to have investigated all aspects of the requested Services, and acknowledges that it understands the full scope of work and the property/parcels involved and the characteristics thereof. The Surveyor’s Bid may not thereafter be changed by the Surveyor without the express written consent of PropLogix, in its sole discretion. Following the Surveyor’s Bid, if Surveyor is requested to provide additional Services from anyone other than PropLogix, Surveyor shall promptly notify PropLogix. Surveyor may not increase its Surveyor’s Bid unless it first obtains PropLogix written consent to adjust its Surveyors Bid, in PropLogix sole discretion. The failure to obtain any consent required hereunder shall entitle PropLogix to withhold the full amount of the Surveyor’s Bid and any additional amount(s) that Surveyor attempted to charge from any amount(s) due Surveyor by PropLogix.
  3. Surveyor hereby agrees and acknowledges that under no circumstances shall PropLogix or any PropLogix clients, or any associated sellers, agents, consultants, professionals, closing or title agents (the “PropLogix Lead”) be required to execute any formal proposal, quote, contract, or other such document submitted by Surveyor.
  4. UNDER NO CIRCUMSTANCES MAY SURVEYOR DISCLOSE ITS SURVEYOR’S BID TO ANYONE OTHER THAN PROPLOGIX. If or to the extent that Surveyor discloses its Surveyor’s Bid to any PropLogix Lead, PropLogix shall be entitled to retain the full amount of the Surveyor’s Bid and any additional amount(s) that Surveyor attempted to charge from any amount(s) due Surveyor by PropLogix.
  5. Surveyor agrees not to undertake any Services of any kind with any PropLogix Lead, whose identity or property was revealed through PropLogix, or to collect any fees in connection with the same, without the express prior written agreement of PropLogix, which agreement may be withheld in PropLogix’s sole discretion. Surveyor understands, recognizes, and agrees that PropLogix shall be entitled to charge an amount over and above the Surveyor’s Bid in such amount(s) as PropLogix determines from time to time, in its sole and absolute discretion. The Surveyor’s Bid plus the amount charged by PropLogix over and above the Surveyor’s Bid shall be referred to as the Total Customer Cost. In no event shall Surveyor circumvent PropLogix by contracting directly with a PropLogix Lead or otherwise attempt to deliver Services directly to a PropLogix Lead for less than the Total Customer Cost. Any attempt to do so shall entitle PropLogix to retain the Total Customer Cost from any amount(s) due to Surveyor by PropLogix.
  6. The referral relationship created hereby is terminable by PropLogix or Surveyor at any time and for any reason.
  7. PropLogix shall have the right to conduct periodic audits of Surveyor to confirm Surveyor’s compliance with the terms hereof, and Surveyor agrees to reasonably cooperate with PropLogix in connection with any such audit by providing such information, books and/or records that PropLogix may reasonably request from time to time to aid PropLogix in conducting any such audit.
  8. The referral relationship created hereby is terminable by PropLogix or Surveyor at any time and for any reason.
  9. Surveyor is not an employee, contractor, or independent contractor of PropLogix. PropLogix is merely providing leads to Surveyor subject to these Terms of Use. Surveyor shall not claim, assert, or support any third party assertion of, the existence of an employer/employee relationship and/or independent contractor relationship.
  10. Surveyor shall accept no payment, fee or other amount directly from a PropLogix Lead. Surveyor shall ensure that all fees or other compensation earned in connection with the provision of the Services are delivered to and made payable to PropLogix.
  11. Surveyor hereby agrees to and acknowledges the following payment terms:
    • Pre-Payment: Surveyor’s Bid shall state whether Surveyor requires up-front payment prior to the Services being rendered (“Pre-Payment”). If Surveyor’s Bid does not expressly require Pre-Payment, then Surveyor shall accept payment as provided in Paragraph 10(b) herein. If Surveyor requires Pre-Payment, Surveyor shall submit an invoice for the Services to PropLogix when Surveyor’s Bid is selected. Upon PropLogix’s receipt of payment from PropLogix Client, PropLogix shall remit payment to Surveyor in the form of a check. PropLogix shall provide Surveyor with the check number and tracking number for delivery of the same, whereupon Surveyor shall commence the Services.
    • Post-Payment: Surveyor shall provide prompt notice to PropLogix when the Services are complete, and as a precondition to any payment due Surveyor. Services shall be deemed complete when the Surveyor delivers the final report, survey, certificate, or other documentation that the Surveyor was otherwise hired to perform hereunder to the PropLogix Client and the PropLogix Client has accepted such Services. Upon such completion and delivery of the Services, Surveyor shall submit an invoice for the Services to PropLogix. PropLogix shall thereafter remit to Surveyor all fees due Surveyor within ten (10) business days from receipt by PropLogix of payment from PropLogix Client. PropLogix shall use commercially reasonable efforts to collect all fees due for the Services from PropLogix Client, whether or not the transaction closes.
  12. If Surveyor has not previously provided PropLogix with a completed Form W-9, or if the information contained therein changes, Surveyor shall provide the same to PropLogix simultaneous with Surveyor’s submission of an invoice to PropLogix for the Services.
  13. Surveyor shall be responsible for all expenses in performing the Services, including, but not limited to, automobile, travel, worker's compensation insurance, disability insurance and all other insurance, license fees and dues, all income taxes, self-employment taxes (FICA) and the like, which may result from the provision of the Services.
  14. Surveyor shall maintain the following: (1) automobile liability insurance to cover business use of Surveyor’s vehicles in such amounts as Surveyor deems reasonable, but in no event less than what is required by applicable state law, and (2) professional liability insurance in an amount of no less than $1,000,000.00, and shall name PropLogix as an additional insured thereunder. Surveyor shall submit a copy of its insurance declaration page to PropLogix upon request. In the event the Surveyor changes insurance carriers, Surveyor shall ensure compliance with the above insurance requirements prior to bidding on any future Services.
  15. Surveyor shall abide by all applicable laws, ordinances and regulations including, without limitation, local, state and federal laws and regulations relating to the provision of the Services. Surveyor shall adhere to the highest standards of business behavior, honesty, integrity, fair dealing and ethical conduct. Surveyor shall maintain in good standing all licenses required to provide the Services.
  16. Surveyor agrees to abide by reasonable quality controls and safeguards of PropLogix, if any, as well as any policies, procedures, guidelines, and directives generally promulgated by PropLogix from time to time for its Surveyors. Surveyor agrees that PropLogix may create and implement a ratings/star system for Surveyors. Surveyor consents thereto, and agrees to release PropLogix for, from and against any claims pertaining to any such ratings system, including claims for defamations, slander, libel and the like.
  17. PropLogix is not in the business of providing surveys and/or survey related services. Surveyor understands that PropLogix is merely providing referrals/leads and a payment system for such referrals/leads. Accordingly, PropLogix shall have no liability for the accuracy, timeliness, or the delivery of Services. By accepting a referral/lead, Surveyor thereby agrees to fully indemnify, defend and hold PropLogix, its officers, directors, members, employees, shareholders, qualifying agents, predecessors, successors and assigns, harmless for, from, and against any and all claims, demands, suits, actions, proceedings, complaints, causes of action, damages and liabilities of every kind whatsoever including, without limitation, attorneys' fees and costs, arising out of, pertaining to, relating to, or otherwise relating to the conduct, statements, representations, work product, acts and/or omissions of Surveyor, including its associates, employees, agents, and representatives in connection with the provision of the Services (collectively the "Claims"), that may be incurred by, asserted against, or otherwise sustained by PropLogix, specifically including, without limitation, any Claim pertaining to the provision of the Services, it being intended hereby that Surveyor shall have full and complete responsibility for the quality, accuracy, completeness, content, and/or timeliness of the Services and all work product associated therewith.
  18. For a period of two (2) years following the completion of the last of the Services (the “Protected Period”), as a condition for and in consideration of receiving referrals/leads from PropLogix, Surveyor, for and on behalf of itself and its members, shareholders, and employees, agrees that it/they will not, directly or indirectly hire or solicit to hire, on behalf of themselves or any other person or entity, whether for employment, consulting or other services, any person who is or was (during the Protected Period) employed by PropLogix. This includes, but is not limited to, inducing or attempting to induce, or influencing or attempting to influence, any such person to terminate his or her employment with PropLogix. This section shall not be construed to prohibit any general solicitations for employment or hiring of employees in the ordinary course of business not specifically directed at the employees of PropLogix.
  19. During the Protected Period, Surveyor will not, directly or indirectly, solicit or otherwise provide Services from/to any person or entity that was a new client of Surveyor introduced by or through PropLogix, except pursuant to these Terms of Use.
  20. Surveyor acknowledges that PropLogix is the exclusive owner of all right, title and interest in and to PropLogix registered and common law marks, which include, without limitation, "PropLogix,” “PLS” and various other service marks, trademarks, trade names, membership marks, certification marks, logos, slogans, designs and all federal and state registrations and applications for registrations (the “PropLogix Marks”). Surveyor will not use the PropLogix name or the PropLogix Marks in any manner whatsoever without the written permission of PropLogix. In no event will Surveyor use any promotional, advertising, or marketing materials, (whether print, media, electronic, or otherwise), utilizing the PropLogix Marks or otherwise, unless each are first pre-approved by PropLogix in writing.
  21. Surveyor agrees that all permitted use or display of the PropLogix Marks shall conform to the manner, policies, image and programs prescribed by PropLogix from time to time.
  22. Surveyor agrees that the breach of any of the above covenants will cause PropLogix irreparable injury that cannot be adequately compensated by monetary damages alone. Therefore, the Surveyor agrees that PropLogix, without limiting any other legal or equitable remedies available to it, shall be entitled to enforce this Agreement against Surveyor directly and shall be entitled to obtain equitable relief by injunction or otherwise from any court of competent jurisdiction, including, without limitation, injunctive relief to prevent the failure to comply with the terms and conditions of these covenants. The Protected Period referenced above shall be extended on a day-for-day basis for each day during which Surveyor violates the provisions of this Agreement in any respect. The prevailing party brought to enforce any provision herein shall be entitled to reasonable attorneys’ fees and costs through appeal, if applicable.
  23. These Terms of Use shall be governed and construed in accordance with the laws of the State of Florida. The invalidity or un-enforceability of any particular word, sentence, paragraph, sub-paragraph, or provision of these Terms of Use shall not affect the validity or enforceability of the other words, sentences, paragraphs, sub-paragraphs or provisions of these Terms of Use and these Terms of Use shall be interpreted in all respects as if such invalid or unenforceable parts were omitted. Except as set forth herein with regard to injunctive relief, disputes shall be submitted to the American Arbitration Association ("AAA") for mediation and, if unsuccessful, for binding arbitration in accordance with AAA's Commercial Mediation Rules or Commercial Arbitration Rules, as applicable. The prevailing party thereunder shall be entitled to reasonable attorney’s fees and costs through appeal.