Terms of Service
Updated: June 22nd, 2026
1. Acceptance These Terms of Service (the “Terms” or “Agreement”) govern access to and use of the municipal lien search services (the “Services”) provided by Pro Lien LLC (“ProLien,” “we,” “us,” or “our”) through the customer portal at portal.prolien.com (the “Portal”) and through related order channels.
By creating an account, accessing the Portal, designating Authorized Users, or placing an Order by any means available, the customer entity (“Customer”) agrees to these Terms. Acceptance occurs upon the earliest of (a) creation of an account, (b) first access to the Portal, (c) placement of an Order.
These Terms incorporate by reference, and Customer accepts as part of this Agreement, the following separate documents published by ProLien, each as amended: (i) the ProLien Disclaimer and Limitation of Liability (the “Disclaimer”); and (ii) the ProLien Privacy Policy (the “Privacy Policy”). The Disclaimer and Privacy Policy are incorporated as if fully set forth herein. In a conflict between these Terms and the Disclaimer (as to warranties, limitation of liability, or the legal status of any Report), the Disclaimer controls. In a conflict between these Terms and the Privacy Policy (as to personal information), the Privacy Policy controls.
2. Definitions
For purposes of these Terms, the following capitalized terms have the meanings set forth below. Other capitalized terms are defined where they first appear.
• “Agreement” means these Terms together with the Disclaimer, the Privacy Policy, the schedule of fees published on the Portal, and any Order placed by Customer.
• “Authorized User” means a natural person whom Customer designates and authorizes to access the Portal and place Orders on Customer’s behalf.
• “Customer” means the business entity that accepts these Terms and on whose behalf Orders are placed.
• “Third Party Fees” means fees, charges, surcharges, and expedite fees imposed by municipalities, counties, utility districts, code enforcement bodies, or other governmental or quasi-governmental authorities in connection with the production of a Report, all of which are passed through to Customer at cost.
• “Order” means a Customer request for Services, submitted through the Portal or another channel approved by ProLien in writing, that ProLien has accepted in accordance with Section 7.
• “Portal” means the web application at portal.prolien.com and any successor or replacement.
• “Report” means the PDF municipal lien search report delivered by ProLien for a given Order, including any variant.
• “Rush” means the expedited Service variant subject to the Rush
• “Services” means
services described in Section 5, including production and delivery of Reports.
3.Eligability To be eligible, Customer must be one of the following (or a duly authorized agent of one) acting in the ordinary course: (a) a title insurance company; (b) a licensed title agent or title agency; (c) a real-estate closing attorney or law firm; or (d) a mortgage lender or mortgage broker.
By accepting these Terms, Customer represents and warrants that (i) it is one of the foregoing categories, (ii) the individual accepting has authority to bind Customer, (iii) Orders are placed solely for business purposes in bona fide real-estate closing transactions, and (iv) Customer is not a consumer under any consumer-protection statute. ProLien does not offer the Services to consumers or maintain consumer accounts. ProLien may request reasonable documentation of eligibility at any time and may suspend access pending receipt.
The Services are presently offered for properties in Broward, Miami-Dade, and Palm Beach Counties, Florida. ProLien may expand or contract its service area in its sole discretion.
4. User access Customer may designate Authorized Users to access the Portal and place Orders, and may revoke them through the Portal or by notice to support@prolien.com. Customer warrants that each Authorized User (i) is an employee, agent, or contractor of Customer, (ii) acts within the scope of Customer’s authority, and (iii) has authority to bind Customer for Orders placed.
Customer is responsible for, and bound by, all acts and omissions of its Authorized Users, including all Orders, Portal access, and use of Reports. Each credential is personal to a single Authorized User and may not be shared. Customer will (a) maintain credential confidentiality, (b) require each Authorized User to comply with these Terms, (c) promptly notify ProLien of any actual or suspected unauthorized access, and (d) promptly revoke access for any individual who ceases to be an Authorized User. Customer’s acceptance of these Terms binds all of its Authorized Users.
5. Description of Services ProLien produces and delivers PDF Reports covering, as applicable to the property requested within the United States.
Reports are informational only. Reports are not abstracts of title, title searches, opinions of title, legal, tax, or insurance advice, and are not a substitute for due diligence by Customer or any party to the transaction. Estoppel letters are not provided at this time. The legal status of Reports, including warranty disclaimers, is governed by the Disclaimer incorporated under Section 1.
6. AI-Assisted Service Acknowledgement Customer acknowledges that ProLien uses third-party artificial-intelligence, automation, and large-language-model tools as part of its research methodology.
Customer further acknowledges that (a) municipal data sources may be incomplete, untimely, or inaccurate, (b) automated processing may produce errors not detected in every case despite human review, (c) ProLien may modify, replace, or discontinue any AI or automation vendor without notice provided the Services’ overall scope is materially maintained, and (d) continued use after disclosure of AI assistance constitutes acceptance.
Nothing in this Section 6 expands ProLien’s warranties (which are disclaimed in the Disclaimer) or confers on Customer any right to inspect or audit ProLien’s vendors or processing logs.
7. Order Placement and Acceptance Each Order is submitted by Customer (acting through an Authorized User) through the Portal. Submission of an Order constitutes a Customer offer to purchase the requested Service on these Terms. No Order is binding on ProLien until ProLien has accepted the Order, which acceptance is evidenced by ProLien’s commencement of work or by written confirmation through the Portal.
ProLien reserves the right to refuse, decline, or modify any Order in its sole discretion, including where the property is outside the then-current service area, the municipality is not supported, Customer has past-due invoices, Customer or an Authorized User has previously violated these Terms, the Order appears intended to obtain third-party reliance, or the Order presents unusual fraud, compliance, or operational risk.
Customer is responsible for the accuracy of all Order information, including property identification (folio/parcel, legal description, street address), municipality, transaction parties, and contact information. ProLien is not responsible for errors or delays caused by inaccurate or incomplete Customer information.
8. Pricing and Fees ProLien offers Services under customized pricing for each customer. In the event that a customer has not yet established customized pricing, please contact support@prolienusa.com.
9. Payment Terms Payment terms are customized for each customer. In the event that a customer has not yet established customized pricing, please contact support@prolienusa.com.
Delinquent amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by Florida law, whichever is less , computed from the original due date until paid in full. Customer shall pay all costs of collection actually incurred by ProLien, including reasonable attorneys’ fees, court costs, and collection-agency fees. The foregoing late-interest formulation is intended to operate within the safe-harbor of Fla. Stat. § 687.03.
Customer shall notify ProLien in writing of any disputed invoice within thirty (30) days of the invoice date, identifying the disputed amount and the basis for dispute. Amounts not so disputed within that period are deemed accepted. Customer’s dispute of a portion of an invoice does not relieve Customer of the obligation to timely pay the undisputed portion.
10. Turnaround and Service Levels ProLien uses commercially reasonable efforts to deliver Reports within the constraints of municipal and association turnaround times. Each order’s turnaround time will be communicated to the customer within 24 hrs of order placement. Any issues with service levels should be escalated to support@prolienusa.com.
All turnaround times are estimates and targets, not guarantees. ProLien provides no service-level credits, refunds, or other remedies for delay. ProLien is not responsible for delays caused by municipalities, county offices, utility providers, HOAs, third-party vendor, weather, casualty, telecommunications outages, or any other cause beyond ProLien’s reasonable control, including Force Majeure under Section 22.
11. Delivery and Report Use License ProLien delivers Reports through the Portal, Integrations Partners or by email to Customer’s designated address. Upon delivery, and subject to Customer’s payment in full for the Order, ProLien grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Report solely to evaluate and close the specific real-estate transaction identified in the Order (the “Closing Transaction”).
Customer may share the Report, in delivered form, with parties to the Closing Transaction (buyer, seller, lender, and their counsel) and with Customer’s title-insurance underwriter, in each case solely for use in connection with the Closing Transaction. Customer may retain Reports in its closing file as required by applicable law and customary industry practice.
Customer shall not, and shall not permit any third party to: (a) resell, sublicense, white-label, repackage, or republish any Report; (b) use any Report for property or a transaction other than that identified in the Order; (c) hold out any Report as a basis for third-party reliance by any proposed insured or downstream purchaser; (d) modify, reformat, or excerpt a Report in a manner that misrepresents its scope; or (e) issue a title-insurance policy based on a Report without independent verification consistent with applicable underwriting standards.
Reports are produced solely for the benefit of the ordering Customer. Reports create no extracontractual liability to any person (including any proposed insured) and confer no third-party-beneficiary rights. Warranty disclaimers and limitations of liability applicable to Reports are set forth in the Disclaimer, incorporated by reference under Section 1.
12. Customer Responsibilities Customer shall: (a) provide accurate, complete Order information; (b) designate and revoke Authorized Users; (c) safeguard credentials and promptly report any compromise; (d) comply with applicable law and professional-responsibility obligations, including RESPA, GLBA, and FCRA as applicable; and (e) timely pay all amounts due.
Customer is responsible for verifying property identification before use of the Report at closing and for confirming the Report covers the intended parcel and municipality.
13. Acceptable Use Customer shall not, and shall not permit any Authorized User or third party to: (a) access the Portal by means other than channels approved by ProLien; (b) probe, scan, or test the Portal’s security, defeat any security measure, or interfere with Portal operation; (c) reverse-engineer or decompile the Portal or any underlying software; (d) introduce any virus, worm, or malware; (e) use the Servicesto harass, threaten, or impersonate any person; (f) misrepresent Customer’s identity, authority, or eligibility; (g) use the Services for any unlawful purpose, including fraud, identity theft, or money laundering; (h) attempt to obtain or assert third-party reliance benefits with respect to any Report; or (i) resell, repackage, or commercialize the Services or any Report.
14. Suspension and Termination ProLien may, in its sole discretion, suspend or terminate Customer’s Portal access, refuse further Orders, terminate this Agreement in whole or in part, or terminate access for any Authorized User, effective on notice (including electronic notice), for: (a) non-payment or repeated late payment; (b) breach of these Terms, the Disclaimer, the Privacy Policy, or the Acceptable Use provisions; (c) misuse of any Report, including any attempt to assert third-party reliance; (d) abusive, harassing, or threatening conduct toward ProLien personnel; (e) actual or suspected fraud, security risk, or compliance risk; (f) inability to verify Customer’s eligibility under Section 3; or (g) any other reason in ProLien’s reasonable judgment, including discontinuance of the Services.
Customer may terminate at any time on written notice to support@prolien.com, but remains obligated to pay for Services performed, Provisions that by their nature should survive termination do survive.
15. Disclaimer and Limitation of Liability CUSTOMER’S ATTENTION IS DIRECTED TO THE DISCLAIMER AND LIMITATION OF LIABILITY (THE “DISCLAIMER”), WHICH IS A SEPARATE DOCUMENT INCORPORATED INTO THIS AGREEMENT BY REFERENCE UNDER SECTION 1. THE DISCLAIMER CONTAINS MATERIAL DISCLAIMERS OF WARRANTY, AN “AS-IS” AND “AS-AVAILABLE” DELIVERY STATEMENT, A CAP ON PROLIEN’S AGGREGATE LIABILITY, AN EXCLUSION OF CONSEQUENTIAL, INCIDENTAL, SPECIAL, AND PUNITIVE DAMAGES, AN EXCLUSION OF LOST PROFITS AND LOST BUSINESS, AND OTHER LIMITATIONS, EACH OF WHICH MATERIALLY ALLOCATES RISK BETWEEN THE PARTIES. CUSTOMER ACKNOWLEDGES IT HAS HAD A REASONABLE OPPORTUNITY TO REVIEW THE DISCLAIMER, THAT THE DISCLAIMER WAS A MATERIAL INDUCEMENT TO PROLIEN’S PROVIDING THE SERVICES AT THE FEES IN SECTION 8, AND THAT THE FEES WOULD BE MATERIALLY HIGHER WITHOUT THE DISCLAIMER. THIS SECTION 15 IS A CROSS-REFERENCE ONLY AND DOES NOT RESTATE, MODIFY, OR LIMIT THE DISCLAIMER.
16. Indemnification by Customer Customer shall defend, indemnify, and hold harmless ProLien, its affiliates, and their respective directors, officers, employees, contractors, and agents (each a “ProLien Indemnitee”) from and against any third-party claim, loss, damage, liability, judgment, settlement, fine, cost, or expense (including reasonable attorneys’ fees and court costs) arising out of or relating to: (a) use of the Services or any Report by Customer or any Authorized User; (b) breach of this Agreement, the Disclaimer, the Privacy Policy, or applicable law by Customer or any Authorized User; (c) inaccurate, incomplete, or unauthorized information provided by Customer or any Authorized User; (d) downstream sharing, publication, or sale of any Report in violation of Section 11; (e) any claim that a Report should be relied upon by, or has been relied upon by, a third party other than as expressly permitted in Section 11; (f) acts or omissions of any Authorized User; or (g) any claim that Customer-provided materials infringe a third party’s intellectual-property rights.
ProLien may, at its option and Customer’s expense, assume the exclusive defense and control of any indemnified matter; Customer will cooperate. Customer shall not settle any matter implicating a ProLien Indemnitee without ProLien’s prior written consent (not unreasonably withheld) where the settlement imposes any liability or admission on a ProLien Indemnitee.
17. Confidentiality Each party may receive the other’s non-public information under this Agreement, including transaction-specific data Customer transmits to ProLien (closing parties, financing terms, property data) and ProLien’s pricing, methodologies, and non-public operational information. Each party shall use the other’s confidential information solely to perform under this Agreement and protect it with at least the care it uses for its own confidential information (and no less than reasonable care).
Confidential information does not include information that (a) is or becomes public through no fault of the receiving party, (b) was lawfully known before disclosure without restriction, (c) is independently developed without use of the disclosing party’s confidential information, or (d) is required to be disclosed by law or court order (in which case the receiving party will give prompt notice where permitted and cooperate in seeking protective relief).
18. Intellectual Property ProLien owns any and all right, title and interest in and to all of the intellectual property of ProLien, including but not limited to software, programs, designs and layouts, code, documentation, databases, development tools, know-how, methodologies, processes, data, and technologies, and all present and future worldwide copyrights, trademarks, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights thereof, and improvements or modifications to any of the foregoing items.
ProLien grants no rights to any User or any other individual or entity in the Intellectual Property, and grant Users only the limited, non-exclusive, revocable license to use the Site and the Services pursuant to the terms contained herein. ProLien reserves all rights not expressly granted in this Agreement. No User is permitted to reverse engineer, disassemble, reproduce, copy, duplicate, sell, resell, reformat, partition, bundle, repackage, distribute, “white-label,” create derivative works based on, or otherwise manipulate, translate, or use the Intellectual Property.
This Agreement is non-exclusive to ProLien and nothing in this Agreement shall preclude ProLien from marketing, selling, licensing or maintaining the Services for the benefit of any other users or parties.
19. Privacy ProLien’s collection, use, retention, and disclosure of personal information in connection with the Services is governed by the Privacy Policy, which is incorporated into this Agreement by reference under Section 1. This Section 18 is a cross-reference only and does not restate, modify, or limit the Privacy Policy. To the extent of any conflict between these Terms and the Privacy Policy with respect to personal information, the Privacy Policy controls.
20. Modifications ProLien may modify these Terms (and the documents incorporated by reference) from time to time. For non-material modifications, the revised Terms are effective upon posting to the Portal. For material adverse modifications, ProLien will provide Customer not less than thirty (30) days’ prior notice by email to Customer’s designated billing or administrative contact, by Portal notice, or by both. Customer’s continued use of the Services acceptance of the modified Terms. If Customer does not agree to a material modification.
No Customer modification binds ProLien unless expressly agreed in a writing signed by an authorized ProLien representative. Pre-printed terms on Customer purchase orders or similar Customer-issued documents are of no effect.
21. Force Majeure Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, fire, flood, hurricane, severe weather, pandemic, epidemic, war, terrorism, governmental action, embargo, labor disturbance, internet or telecommunications outage, power outage, failure of any vendor, failure of any municipal data system, or any other cause beyond reasonable control. The affected party shall use commercially reasonable efforts to resume performance as promptly as practicable.
22. Governing Law and Dispute Resolution This Agreement is governed by the laws of the State of Florida, without giving effect to conflict-of-laws principles.
The parties consent to the exclusive jurisdiction of the state and federal courts in Broward County, Florida, for any dispute under this Agreement, and waive any objection based on venue or forum non conveniens. The prevailing party is entitled to recover its reasonable attorneys’ fees and costs. JURY-TRIAL WAIVER. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY’S ENTRY INTO THIS AGREEMENT, HAS HAD THE OPPORTUNITY TO CONSULT COUNSEL, AND MAKES THIS WAIVER VOLUNTARILY. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent imminent or irreparable harm pending the resolution of any underlying dispute on the merits.
23. Notices Notices to ProLien shall be in writing to: Pro Lien LLC, 700 W. Hillsboro Blvd., Ste. 201, Bldg. 2, Deerfield Beach, FL 33441, with a copy by email to support@prolien.com. Notices to Customer may be given by email to Customer’s designated contact, by Portal posting, or both. Notices are deemed given upon receipt (email and Portal) or three (3) business days after deposit with a national courier (physical mail). Either party may change its notice address by notice under this Section 24.
24. Miscellaneous (a) Entire Agreement. This Agreement (these Terms, the Disclaimer, the Privacy Policy, the Portal fee schedule, and each accepted Order) is the entire agreement of the parties on its subject matter and supersedes all prior or contemporaneous agreements, written or oral.
(b) Order of Precedence. In a conflict, precedence is: (1) the Disclaimer (warranty/liability); (2) the Privacy Policy (personal information); (3) these Terms; (4) the Portal fee schedule and Orders.
(c) Assignment. ProLien may assign this Agreement in whole or in part without consent, including in connection with a merger, acquisition, or sale of substantially all of its assets. Customer may not assign without ProLien’s prior written consent, except to a successor in a change of control; any unpermitted assignment is void.
(d) No Third-Party Beneficiaries. This Agreement is for the benefit of the parties only and confers no rights on any third party. Without limiting the foregoing, no proposed insured, downstream purchaser, or other person is a third-party beneficiary of any Report.
(e) Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision shall be modified to the minimum extent necessary to render it enforceable while preserving the parties’ intent.
(f) No Waiver. No failure or delay in exercising any right is a waiver of that right, and no single or partial exercise precludes any further exercise.
(g) Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship.
(h) Headings; Construction. Headings are for convenience only. “Include,” “including,” and “such as” are illustrative and not exhaustive. Dollar amounts are in U.S. Dollars.
(i) Electronic Signatures. The parties consent to electronic execution and clickwrap acceptance under the federal E-SIGN Act and the Florida Uniform Electronic Transaction Act (Fla. Stat. ch. 668, Part II).
25. Contact ProLien customer support is available Monday through Friday, 8:00 a.m. to 5:00 p.m. Eastern Time, excluding U.S. federal holidays.
Email: support@prolien.com Phone: 561-367-3698 Mail: Pro Lien LLC, 700 W. Hillsboro Blvd., Ste. 201, Bldg. 2, Deerfield Beach, FL 33441
Disclaimer & Limitation of Liability
By placing an order through app.prolien.com, by email to support@prolienusa.com, by interfacing with ProLien through an integration partner, or any other means and by accepting delivery of a Report, or by otherwise using the Services, the Customer (and the entity on whose behalf it acts) agrees to be bound by this Disclaimer. If the Customer does not agree, it must not order, accept, or use the Services. The individual placing the order represents that he or she has authority to bind the Customer.
About This Disclaimer
This Disclaimer is a contractual document between sophisticated business parties, written in plain professional English. Capitalized terms not defined here have the meanings given in any related Terms of Service, Master Services Agreement, or order form. If this Disclaimer conflicts with a written agreement signed by both parties, the signed agreement controls only for the topics it expressly addresses; this Disclaimer controls all other topics.
The Customer has had a full and fair opportunity to review this Disclaimer and to consult counsel. ProLien’s pricing and willingness to provide the Services materially depend on the allocation of risk set forth here, and ProLien would not provide the Services on the same terms absent these disclaimers and limitations.
Nature of the Service
ProLien is a business-to-business due diligence services operating in the United States. The Services consist of researching publicly available information from Florida public records, municipalities, counties, utility providers, homeowners associations, and similar third-party sources, and delivering that information in a structured PDF Report.
The Services and the Report are research products only. The Services are not, and the Report is not, any of the following:
• A title search, abstract of title, title commitment, opinion of title, or other representation of the status, condition, marketability, or insurability of title;
• A policy of title insurance or any other form of insurance, and they do not provide the benefit or protection of a policy of title insurance;
• Legal advice, a legal opinion, or legal guidance, and no employee, contractor, agent, or representative of ProLien is acting as the Customer’s attorney or as counsel to any party to the underlying transaction;
• A property survey, boundary determination, environmental assessment, building-code-compliance certification, or zoning opinion.
The Report is intended to assist the Customer’s own due-diligence process for a real-estate transaction.
Public-Records Reliance
The Report is compiled from records made available by municipalities, county departments, utility providers, code-enforcement boards, special-assessment districts, association management companies, online municipal portals, and other public and private records sources (collectively, “Source Providers”) at the time of collection. ProLien does not own, maintain, audit, or independently verify the records of any Source Provider.
ProLien makes no representation regarding the accuracy, completeness, timeliness, legibility, or currency of any record maintained by, or any information furnished by, any Source Provider. Source Providers may publish records that are incomplete, out of date, misindexed, inconsistent, redacted, withheld, or in error, and may change fee schedules, lien-recording practices, portal interfaces, business hours, or release procedures without notice.
ProLien is not responsible for any error, omission, delay, change, refusal, or other act or failure of any Source Provider, payment processor, recording office, association, or other third party not under ProLien’s direct control. The Report reflects what ProLien was able to obtain using commercially reasonable efforts as of the data-collection date; it does not warrant that the underlying records are correct.
Snapshot in Time
Each Report reflects information available as of the data-collection date shown on its cover page. Municipal records, fees, balances, statuses, code-enforcement matters, permit conditions, utility charges, and assessments can and do change after the data-collection date, often without public notice and frequently between the date a Report is issued and the date a transaction closes.
ProLien has no obligation to monitor, supplement, correct, or update the Report after delivery. If updated information is needed, the Customer must place a new order or a paid update where offered. Before relying on any item for a closing or other final action, the Customer must independently verify final amounts, balances, and statuses with the applicable Source Provider at or near closing. Summary pages, tables, or condensed sections of the Report are convenience features and are not intended to be relied upon in lieu of the underlying Report content.
AI-Assisted Service Disclosure
ProLien discloses that the Services are produced using a combination of artificial intelligence and human review. Specifically, ProLien uses AI-assisted browser-automation to navigate municipal and county portals and retrieve records; machine-learning extraction models to read, classify, and structure that data; geocoding services to normalize property identification; and trained human operators to perform quality-control review of model output on a sampled, exception-flagged, and risk-prioritized basis.
The Customer expressly acknowledges and accepts the following limitations of an AI-assisted service:
• No artificial-intelligence model and no automated browser agent can guarantee perfect navigation of Source Provider websites or perfect interpretation of free-text fields, scanned documents, handwritten notations, partially redacted records, or non-standard municipal forms.
• Human review is performed by trained operators who are not licensed title abstractors, licensed attorneys, licensed surveyors, or other licensed real-estate professionals; human review is conducted on a sampled and exception-flagged basis and is not a line-by-line audit of every value extracted by the underlying models.
• Third-party AI and automation vendors may change, suspend, deprecate, rate-limit, or modify the behavior of their models, agents, or APIs at any time, and such changes may affect the operation of the Services.
By using the Services, the Customer affirms that this disclosure is sufficient to provide informed consent to ProLien’s use of AI-assisted automation as part of the Services, and that the use of such technology is a material part of the bargain between the parties.
No Warranty (AS IS / AS AVAILABLE)
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND EACH REPORT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. PROLIEN EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING BY COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR UNINTERRUPTED OR ERROR-FREE OPERATION. PROLIEN DOES NOT WARRANT THAT ANY REPORT IS FREE FROM ERRORS OR OMISSIONS, THAT THE INFORMATION IN A REPORT IS CURRENT BEYOND ITS DATA-COLLECTION DATE, OR THAT ACCESS TO PORTAL.PROLIEN.COM OR ANY SOURCE PROVIDER WILL BE TIMELY, SECURE, OR UNINTERRUPTED. THE CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH ITS USE OF THE SERVICES AND ANY REPORT, INCLUDING BUT NOT LIMITED TO THE RISK OF RELYING ON THIRD-PARTY SOURCE PROVIDER RECORDS AND THE RISK INHERENT IN AI-ASSISTED AUTOMATION.
Limitation of Liability The Customer and ProLien have negotiated this a knowing and intelligent allocation of risk between sophisticated business parties. The Customer acknowledges that the fees charged for the Services reflect this allocation and that ProLien would not provide the Services on the same terms in the absence of this Section. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROLIEN’S TOTAL CUMULATIVE LIABILITY TO THE CUSTOMER AND TO ANY PARTY CLAIMING THROUGH OR UNDER THE CUSTOMER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO A REPORT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER SOUNDING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY, STATUTE, OR ANY OTHER THEORY, SHALL NOT EXCEED THE FEES ACTUALLY PAID BY THE CUSTOMER TO PROLIEN FOR THE SPECIFIC REPORT GIVING RISE TO THE CLAIM. IF A CLAIM DOES NOT RELATE TO A SPECIFIC REPORT, PROLIEN’S TOTAL CUMULATIVE LIABILITY FOR THAT CLAIM SHALL NOT EXCEED THE COST OF THE SERVICES PRVOIDED. THIS CAP APPLIES IN THE AGGREGATE TO ALL CLAIMS, IS NOT MULTIPLIED BY THE NUMBER OF CLAIMS OR CLAIMANTS, AND APPLIES EVEN IF AN EXCLUSIVE OR LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL PROLIEN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, LOSS OF DATA, COST OF SUBSTITUTE SERVICES, COSTS OF DELAYED OR CANCELLED CLOSINGS, OR CLAIMS BROUGHT AGAINST THE CUSTOMER BY THIRD PARTIES (INCLUDING BUT NOT LIMITED TO BUYERS, SELLERS, LENDERS, TITLE INSURERS, OR INSUREDS), EVEN IF PROLIEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE. Nothing in this Section limits or excludes any liability that cannot be limited or excluded under applicable Florida law, including liability for gross negligence, willful misconduct, or fraud, to the extent the limitation or exclusion of such liability is not permitted under Florida law. If any portion of this Section is held unenforceable in any jurisdiction, the remaining portions remain in full force, and the unenforceable portion will be reformed to the maximum limitation permitted by law in that jurisdiction.
No Third-Party Reliance
Each Report is prepared exclusively for, and is provided solely to, the Customer identified on the order. The Report is not prepared for, and may not be relied upon by, any person or entity other than the Customer. Without limiting the foregoing, no buyer, seller, borrower, lender, title insurer, insured, successor in interest, assignee, beneficiary, attorney for any opposing party, or other person who is not a party to the engagement between ProLien and the Customer is an intended third-party beneficiary of the Report or this Disclaimer.
The Customer may share a Report with parties to the specific closing transaction for which it was ordered, solely as reasonably necessary to complete that transaction (for example, with a title underwriter, closing attorney, or lender involved in the same closing). Any such sharing is for the Customer’s convenience only and does not transfer or extend ProLien’s contractual obligations, create any duty owed by ProLien to any recipient, or enlarge ProLien’s liability. The Customer may not resell, republish, sublicense, syndicate, or otherwise distribute a Report outside the specific transaction for which it was ordered without ProLien’s prior written consent.
If any recipient asserts a claim against ProLien based on the Report, the Customer’s ordering of and payment for that Report shall be conclusive evidence that the Customer agreed to and accepted this Section 9.
Customer Responsibilities
The Customer represents, warrants, and covenants to ProLien that:
• It is a licensed title insurance agent or agency, a real-estate closing attorney or law firm, a mortgage lender or its authorized agent, or another professional real-estate participant acting in the ordinary course of business; the Services are offered only to such professionals and not to consumers.
• The individual placing each order has full authority to bind the Customer and any entity on whose behalf the order is placed.
• It will use the Report solely in connection with a bona fide Florida real-estate transaction and only for the property and parcel identifiers submitted with the order.
• It will independently verify all material facts, balances, statuses, fees, and conditions directly with the applicable Source Provider at or near closing, and will not rely on the Report alone for any final disbursement, payoff, or closing-table determination.
• It will obtain title insurance, a separate title search, surveys, payoff statements, and any other professional services the underlying transaction requires, through appropriately licensed providers.
• It will not represent to any third party that the Report is a title search, title commitment, title-insurance product, legal opinion, estoppel, or survey, and will not strip, obscure, or misrepresent any disclaimer, watermark, footer, or notice on the Report.
• It is responsible for safeguarding its portal.prolien.com credentials and for the activity of its authorized users.
Force Majeure / Excused Performance
ProLien will not be liable for, and will not be deemed in breach on account of, any delay or failure in performance caused by events outside its reasonable control. Such events include, without limitation: acts of God; war, armed conflict, terrorism, civil unrest, or sabotage; fire, flood, hurricane, tornado, earthquake, or other natural disaster; epidemic or pandemic; governmental action, regulation, order, or shutdown; failure, degradation, schema change, login or fee-structure change, or replacement of any municipal, county, utility, or association online portal or system; failure or interruption of internet, electrical, telecommunications, hosting, cloud, geocoding, AI inference, or browser-automation services on which ProLien relies; refusal, delay, or revocation by any municipality, county, utility, association, or recording office in providing records, releases, or statements; labor disputes; and any other cause beyond ProLien’s reasonable control.
If a force-majeure event materially affects ProLien’s ability to deliver a Report, ProLien will use commercially reasonable efforts to notify the Customer and to perform when the event abates. The Customer’s sole and exclusive remedy for force-majeure non-performance is, at ProLien’s option, completion of the affected Report when reasonably practicable or a refund of fees paid for the affected, undelivered Report.
Governing Law and Venue
This Disclaimer and any claim, dispute, or controversy arising out of or relating to this Disclaimer, the Services, any Report, or the relationship between the parties (whether sounding in contract, tort, statute, or otherwise) are governed by, and will be construed in accordance with, the substantive laws of the State of Florida, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Each party irrevocably submits to the exclusive jurisdiction of the state courts located in Broward County, Florida, and the United States District Court for the Southern District of Florida, for any action, proceeding, or counterclaim arising out of or relating to this Disclaimer or the Services. Each party irrevocably waives any objection it may now or hereafter have to such venue on the basis of forum non conveniens or otherwise. Florida’s applicable statutes of limitations, including without limitation those set forth in Florida Statutes § 95.11, shall govern the timing of any claim.
13. Severability and Survival If any provision of this Disclaimer is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, that provision will be reformed to the minimum extent necessary to render it valid, legal, and enforceable, and if reformation is not possible, that provision will be severed from this Disclaimer. The remaining provisions of this Disclaimer will continue in full force and effect.
All provisions that by their nature should survive termination, expiration, or completion of the Services will so survive.
Changes to This Disclaimer
ProLien may update this Disclaimer from time to time. The updated Disclaimer will be posted at portal.prolien.com with a new Effective Date and will apply to Reports ordered on or after that date. The version in effect on the date a Report is ordered governs that Report. Continued use of the Services after the new Effective Date constitutes the Customer’s acceptance of the updated terms for subsequent orders.
Contact Questions, notices, or correspondence regarding this Disclaimer should be directed to:
Pro Lien LLC 700 W. Hillsboro Blvd., Ste. 201, Bldg. 2 Deerfield Beach, FL 33441 Phone: 561-367-3698