Terms of Service

1. Acceptance of Terms

By creating an account, accessing, or using the Proppely platform (the "Service"), you agree to be bound by these Terms of Service ("Terms"), our Privacy Policy, and the Arbitration Agreement and Class Action Waiver in Section 9. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

If you do not agree to these Terms, you may not access or use the Service. We reserve the right to update these Terms at any time. Continued use of the Service after changes constitutes acceptance of the revised Terms. We will provide notice of material changes via email or an in-app notification.

2. Services Description

Proppely provides a cloud-based property management platform designed for property managers, brokerages, and landlords. Core functionality includes: property and unit management, tenant onboarding and portal access, online rent collection, maintenance request tracking, lease document management with e-signatures, accounting and financial reporting, planned listing syndication, team collaboration tools, and a unified inbox for email, SMS, and voice communications. Eligible users may optionally use Connect Gmail or Connect Outlook from /inbox to bring a third-party mailbox into that unified inbox.

We reserve the right to modify, suspend, or discontinue any portion of the Service at any time with reasonable notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

The Service is intended for use by real estate professionals and landlords in the management of residential and commercial properties. Use of the Service to manage properties you do not legally own or manage is prohibited.

3. Connected Mailboxes (Gmail and Outlook)

Connecting a Gmail or Outlook mailbox is optional and is available to eligible owners, managers, and agents. When you choose Connect Gmail or Connect Outlook, you authorize Proppely to access that mailbox through Google or Microsoft APIs only with the permissions shown on the provider's consent screen.

For Gmail, those permissions allow Proppely to read email and send email as you (gmail.readonly and gmail.send). We import messages into /inbox, store copies on our systems, and may send messages from the connected address at your direction. We do not delete or modify messages in Gmail. Outlook access is used for the same connected-inbox purposes, subject to the permissions shown by Microsoft.

We use Google user data only to provide and support this connected-inbox feature, in compliance with the Google API Services User Data Policy, including its Limited Use requirements. We do not sell Google user data, use it for advertising, or use it to train generalized artificial intelligence models.

You may connect only an account that you own or are otherwise authorized to access. You are responsible for the security of your Google or Microsoft account and for ensuring that messages you send through the Service comply with applicable law and the provider's policies.

Proppely does not host or provide Gmail or Outlook itself. Google and Microsoft operate those services, and outages, delays, changes, or interruptions affecting their services or APIs are subject to the limitations in Section 8 (Limitation of Liability).

You may disconnect a mailbox through Settings → Integrations → Email. Unlinking stops future access, revokes the connected authorization token when possible, and deletes Proppely's stored copies of that connected mailbox. It does not delete or alter mail held by Google or Microsoft. Native Proppely organization mail delivered through our own email service is separate and, together with other organization records, remains after a connected mailbox is unlinked.

For more information about how we collect, use, retain, and delete connected-mailbox data, see the Google User Data section of our Privacy Policy at /privacy#google-user-data.

4. Subscription Plans & Billing

Proppely membership is $9.99 per month and includes unlimited units and one payments account (a verified business entity used to collect and disburse funds). Each additional payments account is $9.99 per month, and your total membership fee is capped at $400 per month regardless of how many payments accounts you maintain. There is no unit limit — you may add units at any time and will never be blocked from doing so by your plan.

Your monthly charge is calculated from the number of payments accounts on your workspace at each renewal, so it reflects what you actually operated that month. Adding a payments account mid-month is reflected in the following charge up to the cap; it does not trigger a separate mid-cycle charge. Your membership also includes a monthly allowance of AI assistant usage; usage beyond the allowance is available through prepaid AI credits, which are purchased separately, never expire, and are charged only as used. Pricing is subject to change with 30 days' notice to existing subscribers.

Paid subscriptions are billed monthly. By providing a payment method, you authorize us to charge your method on a recurring basis. All fees are in U.S. dollars and are non-refundable except as required by law or as otherwise stated herein.

If your payment fails, we will notify you and provide a grace period of 7 days to update your payment method. Failure to resolve the payment may result in suspension of your account and loss of access to the Service. Reactivation of a suspended account may require payment of past-due amounts.

Payment-processing fees apply to rent and other amounts collected through the Service and are separate from the membership fee. The current schedule is in Section 7 and at proppely.com/pricing, and is disclosed to you before you begin accepting payments. Rates may be updated from time to time based on payment method, processor pricing, card-network rules, and applicable law. We will give notice of changes to the fees we charge.

5. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to: (a) use the Service to harass, abuse, or harm any person; (b) upload or transmit any content that is unlawful, defamatory, obscene, or fraudulent; (c) attempt to gain unauthorized access to any part of the Service or any other account; (d) interfere with or disrupt the integrity or performance of the Service; (e) engage in any automated scraping, data mining, or data extraction from the Service without our written consent; (f) reverse engineer or attempt to derive the source code of the Service.

You are responsible for all content uploaded to the Service under your account, including property listings, lease documents, tenant communications, and financial records. You represent that you have the necessary rights to share any content you upload.

You must not connect a mailbox that you are not authorized to access. You also must not use Proppely to send as a connected Gmail or Outlook address for spam or in any manner that violates Google's or Microsoft's policies.

Violations of this Acceptable Use policy may result in immediate suspension or termination of your account without refund.

6. Tenant Screening & FCRA Compliance

The Service may facilitate tenant screening, including credit checks, background checks, and eviction history searches, through integrated third-party consumer reporting agencies. These services are governed by the Fair Credit Reporting Act (FCRA), 15 U.S.C. § 1681 et seq.

As a property manager or landlord using tenant screening features, you are a "user" of consumer reports under the FCRA. You represent and warrant that you will use consumer report information solely for permissible purposes (i.e., evaluating rental applications) and will comply with all FCRA obligations, including: (a) obtaining written consent from applicants before ordering a consumer report; (b) providing applicants with a copy of the consumer report and a summary of their rights when taking adverse action; (c) issuing proper adverse action notices if you deny a rental application based in whole or in part on information in a consumer report.

Proppely is not a consumer reporting agency and is not responsible for the accuracy of information in consumer reports generated by third-party providers. Disputes regarding the accuracy of consumer report information must be directed to the applicable consumer reporting agency.

7. Proppely Payments

Proppely Payments enables rent collection, subscription billing, and related money movement. Three parties are involved and their roles differ. Proppely provides the software, sets and collects its own fees, and supports you and your residents. Our payment processor performs merchant onboarding, underwriting, and ongoing monitoring, processes transactions, and moves funds. The processor's sponsoring bank provides access to the card networks and ACH. Proppely does not hold your funds and does not decide whether your business is approved for processing.

To collect payments you must complete identity and business verification (KYB/KYC), including information about beneficial owners and the bank account funds settle into. Our payment processor performs this review and may decline, suspend, or discontinue processing for any business at its discretion. Failure to complete verification, or a decline, may result in holds on disbursements or the inability to accept payments through the Service.

By using Proppely Payments you agree to the processing terms and conditions of the payment processor that serves your account, which are made available to you during payment onboarding, and you acknowledge that the processor may amend those terms upon notice. You also agree not to use the Service for any activity prohibited by that processor or by applicable law. Processing of personal data is governed by the applicable data processing addendum.

You authorize Proppely to share your business, beneficial-owner, transaction, and payment-method data with our payment processor and its sponsoring bank as required to provide, underwrite, and monitor payment services and to comply with applicable law and card-network rules. You retain ownership of your data and may request an export of it at any time.

Membership and account fees. The membership fee is described in Section 4 and at proppely.com/pricing. Monthly processor account fees (wallet, payment-acceptance, and PCI monitoring) for each payments account are included in that membership and are not billed separately on top of it.

Fees deducted from payments you collect. ACH bank transfers are $2.35 per successful debit, deducted from the amount settled to you. Card payments (U.S.-issued Visa and Mastercard only) are 3.5% plus $0.30 per successful charge, likewise deducted from your settlement. American Express, Discover, and international cards are not accepted. There is no additional platform fee on rent.

Payouts. Moving money to your linked bank, or paying a vendor, by standard ACH is free and arrives the next business day. Instant (RTP) delivery, when you choose it and the receiving bank supports it, costs 1.5% of the amount (minimum $1.00, maximum $10.00), charged to your wallet; the recipient still receives the full amount. Instant transfers settle in seconds and are final.

Returned payments and disputes. If an ACH debit is returned (for example insufficient funds or a closed account), we charge you $15.00. Card disputes are $15.00 per dispute, charged to you. You remain responsible for chargebacks, returns, and network fines arising from your transactions.

Who pays card fees at checkout. By default you absorb card processing fees and residents pay only the billed amount. You may elect in Payments settings to pass the published card rate to residents on U.S. credit-card payments only. ACH, debit cards, and prepaid cards are never surcharged. Any pass-through cannot exceed your cost of acceptance, is limited by card-network caps and applicable state law, and is disabled where surcharging credit cards is prohibited. Live pass-through also requires the 30-day surcharge registration our processor requires; until that registration is complete, your preference is saved but the card fee continues to come out of your deposit.

Proppely is not liable for processor outages, payment delays, chargebacks, returned payments, or disputes between property managers and residents. Chargebacks, returns, and network fines arising from your transactions remain your responsibility.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROPPELY, INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO PROPPELY IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

The Service is provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

9. Arbitration Agreement and Class Action Waiver

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court.

Informal resolution. Before initiating arbitration, you agree to contact us at legal@proppely.com and attempt in good faith to resolve the dispute informally for at least 30 days.

Binding arbitration. Except for the limited exceptions below, you and Proppely agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or any related communications (including listing inquiries, applications, and marketing messages) will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (or Commercial Arbitration Rules if you are using the Service for business purposes). The arbitration will be conducted in English. The seat of arbitration will be Cook County, Illinois, unless you and Proppely agree otherwise or applicable law requires a different venue for consumers. Judgment on the award may be entered in any court with jurisdiction.

Exceptions. Either party may bring an individual action in small claims court if the claim qualifies. Either party may seek temporary or preliminary injunctive relief in court to protect intellectual property rights or to stop unauthorized access to or misuse of the Service, without waiving the right to arbitration of the underlying dispute.

CLASS ACTION WAIVER. YOU AND PROPPELY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. If this class action waiver is found to be unenforceable as to a particular claim, then that claim (and only that claim) must be brought in court and not in arbitration.

Jury trial waiver. To the extent any dispute proceeds in court rather than arbitration, you and Proppely waive any right to a jury trial.

Opt-out. You may opt out of this Arbitration Agreement and Class Action Waiver by sending written notice to legal@proppely.com within 30 days of first accepting these Terms. Your notice must include your name, the email associated with your account (if any), and a clear statement that you wish to opt out of arbitration. Opting out does not affect any other provision of these Terms.

Survival. This section survives termination of these Terms or your account.

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law provisions, except that the Federal Arbitration Act governs the interpretation and enforcement of the Arbitration Agreement and Class Action Waiver.

Subject to the Arbitration Agreement, any court proceedings permitted under these Terms shall be brought exclusively in the federal or state courts located in Cook County, Illinois, and you consent to personal jurisdiction in those courts.

You agree that any claim arising from your use of the Service must be brought within one (1) year of the date on which the cause of action arose, after which such claims are permanently barred.

11. Account Notification Text Message Terms

If you opt in to receive text messages (SMS) from Proppely or from a brokerage using Proppely on your behalf, you agree to these text message terms. Opted-in users (including tenants, landlords, property managers, owners, and other authorized account users) may receive transactional account notifications such as rent due or overdue reminders (which may include a secure pay link), e-signature or document ready-to-sign alerts, report or document-ready notices, scheduled maintenance or showing reminders, and similar non-marketing account updates. You opt in by affirmatively checking an SMS consent box (for example on a tenant invitation accept page, signup, or notification settings) and providing a mobile number. Marketing, promotional, or freeform AI chat texts are not part of this program.

Accepting these Terms alone does not enroll you in SMS. Consent to receive texts is not a condition of renting, applying, or using Proppely. Message frequency is typically a few messages per month depending on account activity. Message and data rates may apply.

You may opt out at any time by replying STOP (or STOPALL, UNSUBSCRIBE, CANCEL, END, or QUIT). For help, reply HELP or contact the brokerage that messaged you, or email support@proppely.com. After you opt out, we will send a one-time confirmation and stop account-notification texts to that number.

Carriers are not liable for delayed or undelivered messages. Automated technology may be used to send opted-in messages. SMS is delivered via third-party messaging providers (including Twilio). WhatsApp and Telegram communications, where available, are separate channels governed by those platforms' terms and your in-product linking or notification choices.

12. Termination

You may terminate your account at any time through the account settings page or by contacting support@proppely.com. Termination does not entitle you to a refund of any prepaid subscription fees.

We may terminate or suspend your account immediately, without prior notice, if you breach any provision of these Terms, engage in fraudulent activity, or if we are required to do so by law. Upon termination, your right to use the Service ceases immediately.

Disconnecting a connected mailbox, or deleting the account through which it was connected, revokes the connected-mailbox authorization tokens when possible and deletes Proppely's stored copies of that mailbox as described in our Privacy Policy. Other retention obligations described below continue to apply to records that are separate from connected-mailbox copies.

Following account termination, we will retain general account data for 90 days, during which you may request an export. After that period, general data may be deleted in accordance with our data retention policy.

Completed electronic signature records (signed leases and related legal documents) are retained for seven (7) years in immutable storage, independent of account termination, to satisfy ESIGN/UETA record-retention requirements and typical lease record-keeping obligations.

13. Contact

For questions about these Terms, please contact us at legal@proppely.com or by mail at: Proppely, Inc., 1333 Monroe Street, Hollywood, FL 33019.