These Terms of Use (these “Terms”) are a legally binding agreement between you and Promissa Co., doing business as Promissa (referred to as “Promissa,” “we,” “us,” “our,” or “the Company”). Promissa provides a website based software platform to facilitate seller financing as a service (the “Site” and/or “Services”) to our clients, potential customers, and general visitors. 

1. Acceptance of Terms

By using Promissa’s Site and Services, you acknowledge that you have read and agree to be bound to these Terms of Use. By agreeing to these Terms of Use, you further agree to be bound by all laws and regulations, including the requirement to arbitrate any disputes you have regarding our Site and Services. In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. We will make every effort to incorporate all such terms by reference into these Terms. If there is a conflict between these Terms and such additional written terms and conditions, those additional terms and conditions will control. These Terms take effect upon first access or use of the Site and/or Service. Please do not use this Site and/or Services if you do not agree with the Terms. By continuing to use our Services, you agree to these Terms and our Privacy Policy.

2. Changes to Terms

We reserve the right, in our sole discretion and without prior notice, to change or modify these Terms at any time. If we do so, we will notify you by posting the modified Terms to this page and/or through other communications to you. We will also update the “Effective Date” at the top of these Terms of Use. You should review these Terms and our other policies (including our Privacy Policy available here) periodically to be aware of any changes. By continuing to access or use the Site and/or Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site and Services. If at any time you find these Terms of Use unacceptable or if you do not agree to these Terms of Use, please do not access the Site and/or Services.

3. Purpose of Promissa

3.1 Limitations of Service

Promissa is a financial technology platform providing automated online tools and materials to assist you with loan processing, underwriting, income receipt, expense management, generation of forms, and calculations for seller financed real estate transactions. We are not a real estate agency, mortgage brokerage, bank, or law firm. We do not provide legal advice. You are and will be representing yourself in any matter you undertake using the Services. All clients using the Service may also seek the advice of an attorney, financial planner, and/or real estate agent. No attorney-client relationship or real estate agency is created through the use of the Site and Services. Any and all communications between you and Promissa are protected by our Privacy Policy but not by attorney-client privilege. The materials and services provided are not substitutes for the advice of an attorney, financial planner, and/or real estate agent. We reserve the right, in our sole discretion, to modify, discontinue, or suspend any of the Services at any time, with or without prior notice, temporarily or permanently.

3.2 Custodial Account

Before the close of escrow, and after all property contingencies are met, Promissa will open a custodial bank account (“Custodial Account”) to manage property income and expenses. To make payments or receive proceeds, you must link your own bank account (“Bank Account”), whether personal or business, which is separate to our system, to your Promissa user account (“User Account”) and verify ownership using a third-party service. The Custodial Account is strictly for property-related business and will name co-owners (“Owners” or “Buyer and Seller”) as beneficiaries based on their ownership equity, which may be updated periodically at Promissa’s discretion. Promissa holds no ownership of Custodial Account funds and partners with a bank provider for all banking services, including deposits, payments, and fee management. By accepting these Terms, you authorize Promissa to act as your agent for these services.

3.3 Fees Collection by Promissa

Promissa will from time to time, distribute funds related to the management costs of the subject property, such as homeowners insurance, property taxes, mortgage insurance, and home warranty fees (“Property Fees”) directly from the Custodial Account. We will also collect monthly, quarterly, annual, or one-time fees related to our Services (“Our Fees”). We collect payment for Our Fees via ACH debit from the Custodial Account. By creating a User Account and agreeing to these Terms, you authorize us to debit the Custodial Account to pay Our Fees. A list of Our Fees can be found in your User Account.

3.4 Fees Paid to Third Parties

During the normal course of business you may be required to pay a third party vendor for their services. These fees may include appraisal, property inspection, credit check, background check, home warranty, and/or other such services. You may be asked to pay those fees directly to the service provider or using another third party payment processor managed by Promissa. These services are managed by Promissa but not provided by us. We are not responsible for the accuracy of the information provided by these third party vendors or for determining the fees they charge.

4. User Responsibilities

4.1 Registration

You are required to create a User Account with Promissa and provide information about yourself (e.g., personally identifiable information, contact information, and financial information) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. 

You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (i) immediately notify Promissa of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session when accessing the Service. Promissa will not be liable for any loss or damage arising from your failure to comply with this paragraph.

You may submit a request to delete your Account at any time by emailing us at hello@promissa.co or by following other instructions posted on our Websites, if any. Account deletion requests cannot be completed until you have: (i) received authorization from any counter-party in your active transaction, (ii) completed the terms of your contract with the counter-party, or (iii) successfully completed the foreclosure process.

4.2 Prohibited Uses

You agree not to engage in the following prohibited activities: (i) copying, distributing, or scraping any part of the Services; (ii) using automated systems to send excessive requests to Promissa’s servers (except as allowed for public search engine indexing); (iii) sending spam, chain letters, or unsolicited emails; (iv) interfering with or compromising system security; (v) overloading our infrastructure; (vi) uploading harmful software, malware, or invalid data; (vii) collecting personal information from the Services; (viii) using the Services for unauthorized commercial purposes; (ix) impersonating others, misrepresenting your identity or attempt to gain unauthorized access to the platform or other users’ accounts; (x) disrupting the functionality of the Services, interfere with the operation of the platform, or engaging in denial-of-service attacks; (xi) accessing content through unauthorized means; (xii) bypassing restrictions or security measures on the Services or its content; (xiii) use the Services for any unlawful purpose; or (xiv) post false, misleading, or fraudulent information.

4.3 Compliance with Laws

You are responsible for ensuring that your use of Promissa complies with all applicable laws and regulations, including real estate, finance, and tax laws. You agree that by using the Services you are at least 18 years of age, a legal resident of the United States, and legally capable of forming a binding contract. Additionally, you may only use the Services if you have not been previously suspended from the Services and are not barred from using the Services under applicable law. If you are entering into these Terms as an entity, then you must have the legal authority to accept these Terms on that entity’s behalf, in which case “you” will mean that entity. 

4.4 Electronic Consent

By using Promissa’s Services, you agree to the use of electronic records, communications, and signatures. You consent to receive all notices, disclosures, agreements, and other communications (collectively, “Communications”) electronically via email, through the Promissa platform, or by other electronic means. All Communications will be delivered electronically, and you are responsible for ensuring that the email address and contact information associated with your account are accurate and up-to-date. You may withdraw your consent to receive Communications electronically by contacting us at hello@promissa.co. However, withdrawal may result in the termination or limitation of your ability to use certain Services. You confirm that you have the necessary hardware (e.g., a computer or mobile device) and software (e.g., an updated web browser) to access, read, and retain electronic Communications.

5. Intellectual Property

All content, features, and materials (“Service Content”) contained on the Promissa Site, including text, graphics, photographs, logos, and software, is the property of Promissa, its clients, or its licensors and is protected by intellectual property, patent, trade secret, copyright, trademark, or other proprietary laws. Any unauthorized use of the Service or Service Content is strictly prohibited. You may not modify, copy, frame, scrape, rent, lease, sell, use, reproduce, distribute, or create derivative works based on the Service or Service Content, in whole or in part, without our express written permission.

6. Disclaimer of Warranties

Promissa is provided "as is" and "as available." We make no representations or warranties, express or implied, regarding the accuracy, completeness, reliability, or suitability of the platform for any purpose. We are not responsible for the success or failure of any real estate transaction facilitated through our platform. Promissa does not guarantee that the platform will be uninterrupted, error-free, or free of viruses or other harmful components.

7. Limitation of Liability

To the fullest extent permitted by law: Promissa and its affiliates, officers, employees, and agents will not be liable for any indirect, incidental, consequential, or punitive damages arising out of your use of the platform. Our total liability to you, whether in contract, tort, or otherwise, will not exceed the amount you paid to Promissa for use of the Services.

8. Indemnification

You agree to indemnify and hold harmless Promissa and its affiliates from any claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising out of: your use of the platform; your violation of these Terms; and/or your participation in transactions facilitated through Promissa.

9. No Professional Advice

Promissa does not provide legal, financial, or real estate advice. We are not a bank, mortgage lender, real estate agent, broker, or attorney. You should consult with qualified professionals for advice regarding your specific situation.

10. Termination of Access

We reserve the right to suspend or terminate your access to the platform at our sole discretion, without prior notice, if we determine that you have violated these Terms or engaged in harmful activities. Suspension of the Services does not constitute termination of the seller financing contract between the buyer and seller.

11. Dispute Resolution and Governing Law

11.1 Agreement to Arbitrate

You and Promissa agree that any disputes, claims, or controversies arising out of or relating to these Terms, your use of the Services, or any transactions facilitated through the Services (collectively, "Disputes") will be resolved through binding arbitration rather than in court, except as provided below.

11.2 Exceptions to Arbitration

Disputes involving claims that qualify for small claims court or requests for injunctive relief to protect Promissa’s intellectual property rights may be brought in a court of competent jurisdiction instead of arbitration.

11.3 Arbitration Rules and Procedures

Arbitration will be conducted by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, which are available at www.adr.org. The arbitration will be held in the county where you reside or another mutually agreed location. The arbitration will be conducted by a single, neutral arbitrator. The arbitrator's decision will be binding and may be entered as a judgment in any court with jurisdiction.

11.4 Class Action Waiver

You agree to resolve Disputes with Promissa on an individual basis and waive any right to participate in a class, collective, or representative action.

11.5 Costs of Arbitration

Each party will bear its own costs related to arbitration, except that Promissa will pay any arbitration filing fees required by the AAA Rules for consumer disputes.

11.6 Governing Law

This arbitration agreement is governed by the Federal Arbitration Act (FAA) and applicable federal arbitration law.

12. Contact Information

If you have questions or concerns about these Terms or our Services, you can contact us at:

Promissa Co.
Email: hello@promissa.co
Phone: (913) 214-2687

13. Entire Agreement

These Terms, along with our Privacy Policy, constitute the entire agreement between you and Promissa regarding your use of the platform.

14. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in effect.