GapWatch Terms of Use and User Agreement
These Terms of Use and User Agreement (these "Terms") govern access to and use of the GapWatch software platform, websites, dashboards, mobile applications, alerts, notices, reports, monitoring tools, data connectors, application programming interfaces, and related services (collectively, the "Services") provided by GapWatch LLC, a Florida limited liability company ("GapWatch," "we," "us," or "our"). By creating an account, clicking to accept, or accessing or using the Services, you ("you," "your," or "User") agree to be bound by these Terms. If you are using the Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.
If you or your organization has executed a Master Services Agreement, order form, or other signed written agreement with GapWatch (a "Signed Agreement"), the Signed Agreement governs to the extent it conflicts with these Terms.
1. The Services; Informational Purpose Only
1.1 GapWatch is an informational property-record monitoring, visibility, alerting, and reconciliation platform. The Services currently monitor selected publicly available official records and other public county record sources in three Florida counties for potentially relevant recorded documents associated with properties that users add to their watchlists. GapWatch may add or remove supported counties, public-record sources, geographic areas, and document types over time. Current coverage will be identified within the Services or otherwise communicated by GapWatch. The Services supplement — and do not replace — your own procedures, workflows, and professional judgment.
1.2 The Services do not constitute, and shall not be construed as, legal advice, a title opinion, a title commitment, title insurance, a title search, escrow instructions, settlement instructions, recording confirmation, underwriting instructions, or a directive to close, fund, disburse, record, or take any other action. GapWatch is not an insurer, title insurer, underwriter, escrow agent, closing agent, settlement agent, abstractor, title examiner, or legal service provider.
1.3 No output, alert, notice, indicator, color code, score, or status generated by the Services (each, an "Output") represents or warrants that title is clear or insurable, that no conflicting instrument exists, that a document has been accepted or indexed, that a document has priority, that a lien is enforceable, or that any transaction is safe or appropriate to close or fund. Any color designation (including "green," "yellow," or "red") is a general operational reference only.
1.4 You shall not provide or describe any Output to any third party as evidence that title is clear, insurable, marketable, free from defects, or safe to close or fund.
2. Eligibility and Accounts
2.1 You must be at least 18 years old and capable of forming a binding contract to use the Services. The Services are intended for business and professional use by title companies, law firms, lenders, and other real estate professionals.
2.2 You are responsible for maintaining the confidentiality of your account credentials, passwords, authentication factors, and tokens, and for all activity occurring under your account. You shall promptly notify GapWatch of any actual or suspected unauthorized access or security breach involving your account.
2.3 You agree to provide accurate, current, and complete registration information and to keep it updated. GapWatch may refuse, suspend, or terminate accounts that contain false or misleading information.
3. Acceptable Use
You shall not, and shall not permit any third party to, directly or indirectly: (a) sell, resell, license, sublicense, rent, lease, distribute, or otherwise make the Services available to any third party except as expressly authorized by GapWatch in writing; (b) modify, copy, or create derivative works of the Services; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, algorithms, or trade secrets from the Services; (d) use the Services to develop a competing product or service; (e) circumvent or disable any security or access control features; (f) use the Services in violation of applicable law; (g) interfere with or disrupt the integrity or performance of the Services; (h) use automated means (scrapers, bots, crawlers) to access the Services except through interfaces GapWatch expressly provides; or (i) state, imply, or represent to any third party that GapWatch has approved, cleared, insured, guaranteed, certified, or authorized any transaction, title status, recording status, lien priority, closing, disbursement, or funding.
4. Your Responsibilities; Independent Review
4.1 You are solely responsible for all of your own business, legal, title, underwriting, escrow, recording, disbursement, and funding decisions. You shall independently review and verify all information generated by the Services before taking or refraining from taking any action. Reliance solely upon the Services, without independent review, is outside the intended use of the Services.
4.2 You are responsible for the accuracy, completeness, legality, and sufficiency of all data, files, documents, transaction information, property information, and other materials you submit to the Services ("User Data"), and you represent that you have all rights and permissions necessary to provide User Data to GapWatch.
4.3 You shall use the Services in compliance with all applicable laws, rules, and regulations, including those relating to privacy, data protection, consumer protection, title, escrow, recording, and real estate transactions.
5. Third-Party Data Sources
The Services currently monitor only selected publicly available official records and other public county record sources in three Florida counties. The Services rely upon information from counties, clerks, official records systems, public records systems, eRecording platforms, vendors, and other third-party sources ("Third-Party Data Sources"). GapWatch may expand, reduce, or otherwise change the counties, public-record sources, geographic areas, and document types monitored by the Services. GapWatch does not own or control Third-Party Data Sources and does not guarantee their availability, continuity, format, completeness, accuracy, timeliness, or legal sufficiency. Delays, outages, format changes, indexing backlogs, incomplete or incorrectly indexed records, or unavailability of Third-Party Data Sources shall not constitute a breach of these Terms by GapWatch.
6. Fees, Billing, and Payment
6.1 Certain Services require payment of fees, such as per-property or per-monitoring-period fees for property-record monitoring or recurring subscription fees for ongoing lender monitoring, as presented at the time of purchase or in an applicable order form. You authorize GapWatch and its payment processor to charge your designated payment method (including ACH direct debit) for all fees due.
6.2 Unless otherwise expressly stated, all fees are non-cancelable and non-refundable. Subscription plans renew automatically for successive periods until cancelled. You may cancel a subscription at any time through the Services or by written notice; cancellation takes effect at the end of the then-current billing period.
6.3 All fees are exclusive of taxes, duties, and governmental charges, which are your responsibility. GapWatch may suspend access to the Services if you fail to pay any undisputed amount when due and such failure continues for ten (10) days after written notice.
6.4 County fees, clerk fees, eRecording platform fees, or other third-party charges may be billed to you as pass-through charges where disclosed or agreed.
7. Intellectual Property; License
7.1 GapWatch and its licensors retain all right, title, and interest in and to the Services and all related software, interfaces, APIs, documentation, report formats, alert logic, models, methods, processes, and intellectual property rights therein. No rights are granted to you except as expressly set forth in these Terms.
7.2 Subject to these Terms and payment of applicable fees, GapWatch grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for your internal business purposes during your subscription or service period.
7.3 As between the parties, you retain all right, title, and interest in and to your User Data. You grant GapWatch a non-exclusive, worldwide, limited-term license to host, use, reproduce, transmit, display, modify, process, and store User Data solely as necessary to provide, maintain, secure, support, improve, and enforce the Services and these Terms.
7.4 GapWatch may collect, create, use, and retain aggregated, statistical, anonymized, and de-identified data derived from User Data or your use of the Services, provided such data does not identify you or any individual, for product improvement, benchmarking, analytics, security, research, and general business purposes.
7.5 If you provide suggestions, ideas, or feedback relating to the Services, GapWatch may use and exploit the same without restriction or obligation.
8. Confidentiality and Data Security
8.1 GapWatch shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect User Data against unauthorized access, use, disclosure, alteration, or destruction.
8.2 If GapWatch becomes aware of unauthorized access to User Data within its systems that is reasonably likely to materially affect you, GapWatch shall notify you without undue delay, subject to applicable law and legitimate law-enforcement or security considerations.
8.3 Unless expressly approved in writing by GapWatch, you shall not use the Services to transmit or store protected health information subject to HIPAA, payment card data subject to PCI DSS, or other categories of regulated sensitive data requiring specialized handling.
9. Beta and Pilot Features
GapWatch may offer features identified as pilot, beta, preview, or early access. Such features may contain errors, limitations, incomplete functionality, interruptions, or inaccurate outputs, are provided AS IS without any warranty, and may be modified, suspended, or discontinued at any time.
10. Changes to the Services and to These Terms
10.1 GapWatch may modify, enhance, replace, or discontinue portions of the Services from time to time, provided GapWatch does not materially reduce core functionality during a paid subscription period except where required by law, security concerns, the unavailability or modification of a Third-Party Data Source, or circumstances beyond GapWatch's reasonable control.
10.2 GapWatch may update these Terms from time to time. Material changes will be communicated through the Services or by email, and the updated Terms will apply upon your continued use of the Services after the effective date of the update.
11. Suspension and Termination
11.1 GapWatch may suspend or restrict your access to the Services immediately upon notice if GapWatch reasonably determines that: (a) your use poses a security risk to the Services or any third party; (b) you are using the Services in violation of applicable law or these Terms; (c) suspension is necessary to prevent material harm to GapWatch, other customers, or any Third-Party Data Source; or (d) a third-party provider requires it.
11.2 Either party may terminate these Terms at any time for material breach by the other party that remains uncured thirty (30) days after written notice. You may stop using the Services and close your account at any time; fees accrued through termination remain payable.
11.3 Upon termination: (a) all rights granted to you cease; (b) you shall immediately stop using the Services; and (c) for thirty (30) days following termination, subject to payment of all amounts due, GapWatch shall make your User Data available for retrieval in GapWatch's then-standard export format, after which GapWatch may delete User Data in accordance with its standard retention practices, except as retention is required by law or reasonably necessary for backup, archival, legal, or compliance purposes.
11.4 Provisions that by their nature should survive termination shall survive, including fees due, proprietary rights, confidentiality, disclaimers, indemnification, limitation of liability, governing law, and dispute provisions.
12. Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN A SIGNED AGREEMENT, THE SERVICES, OUTPUTS, DOCUMENTATION, ALERTS, NOTICES, REPORTS, INTEGRATIONS, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." GAPWATCH DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS, QUIET ENJOYMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
WITHOUT LIMITING THE FOREGOING, GAPWATCH DOES NOT WARRANT THAT THE SERVICES WILL DETECT ALL RECORDING EVENTS, INDEXING EVENTS, CHANGES IN TITLE, CONFLICTING FILINGS, FRAUD, ERRORS, OMISSIONS, DEFECTS, PRIORITY ISSUES, RISKS, OR DELAYS; THAT ANY THIRD-PARTY DATA SOURCE WILL BE CURRENT, COMPLETE, AVAILABLE, OR ACCURATE; OR THAT ANY OUTPUT CORRECTLY REFLECTS THE LEGAL OR PRACTICAL STATUS OF TITLE, RECORDING, INDEXING, PRIORITY, OR ANY TRANSACTION. USE OF THE SERVICES DOES NOT GUARANTEE THE PREVENTION OF ANY CLAIM, LOSS, TITLE DEFECT, PRIORITY DISPUTE, FRAUD, LIEN, CLOSING ERROR, RECORDING ERROR, FUNDING ERROR, OR OTHER TRANSACTIONAL LOSS.
13. Indemnification
You shall defend, indemnify, and hold harmless GapWatch and its officers, managers, members, employees, affiliates, agents, successors, and assigns from and against any third-party claim, demand, action, proceeding, damage, liability, judgment, settlement, fine, cost, or expense (including reasonable attorneys' fees) arising out of or relating to: (a) User Data; (b) your breach of these Terms or violation of applicable law; (c) your legal, title, underwriting, escrow, recording, disbursement, or funding decisions; (d) your reliance upon the Services or any Output without independent review and verification; or (e) any statement or communication by you to any third party that incorrectly describes the Services, any Output, or GapWatch's role in a transaction.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GAPWATCH OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, DATA, ANTICIPATED SAVINGS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF GAPWATCH AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR THE OUTPUTS SHALL NOT EXCEED THE GREATER OF (A) FIVE HUNDRED AND 00/100 DOLLARS ($500.00), OR (B) THE TOTAL FEES PAID BY YOU TO GAPWATCH DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR ANY PER-PROPERTY OR PER-MONITORING-PERIOD SERVICE, GAPWATCH'S LIABILITY SHALL NOT EXCEED THE FEE PAID FOR THE SPECIFIC PROPERTY OR MONITORING PERIOD GIVING RISE TO THE CLAIM.
The parties acknowledge that the fees charged for the Services reflect the allocation of risk set forth in these Terms and that GapWatch would not provide the Services without these limitations.
15. Governing Law; Venue; Jury Trial Waiver
These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict-of-law principles. Any action or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each party irrevocably submits to the jurisdiction and venue of such courts.
EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.
16. General Provisions
16.1 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, employment, or franchise relationship.
16.2 Assignment. You may not assign these Terms without GapWatch's prior written consent. GapWatch may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
16.3 No Third-Party Beneficiaries. No person or entity other than you and GapWatch shall be deemed a third-party beneficiary of these Terms. No lender, borrower, buyer, seller, broker, title insurer, underwriter, closing agent, settlement agent, county, clerk, recorder, or other third party shall have any right to rely upon or enforce these Terms or any Output.
16.4 Force Majeure. Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, war, terrorism, civil unrest, cyberattacks by third parties, governmental action, internet failures, telecommunications outages, utility failures, or failures, delays, or unavailability of any Third-Party Data Source.
16.5 Severability; Waiver. If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect. No waiver of any breach shall be deemed a waiver of any other or subsequent breach.
16.6 Entire Agreement. These Terms, together with any Signed Agreement, order forms, and policies expressly incorporated by reference, constitute the entire agreement between you and GapWatch with respect to the Services and supersede all prior or contemporaneous discussions, proposals, and agreements relating thereto.
16.7 Notices. GapWatch may provide notices to you through the Services or to the email address associated with your account. Notices to GapWatch must be in writing and delivered to GapWatch LLC, Attn: Legal, at the address published on the GapWatch website, or by email to the legal contact address published on the GapWatch website.
16.8 Electronic Acceptance. You consent to transact electronically and agree that your electronic acceptance of these Terms (including clicking to accept or using the Services) has the same legal effect as a handwritten signature.
Contact
GapWatch LLC — a Florida limited liability company. Questions about these Terms may be directed to the contact information published on the GapWatch website.