Terms of Service

These terms govern access to and use of the Solas platform and services. By creating an account or placing an order, the Customer agrees to them.

1. Definitions

• “Solas” means [legal entity name] and its affiliates.
• “Customer” means the business that opens an account or places an Order, and “Authorized Users” means its employees and contractors who use the Platform on its behalf.
• “Platform” means Solas’s website, ordering system, customer account pages and related email delivery.
• “Order” means a Customer’s request for documents relating to a unit in a condominium or homeowners’ association (the “Association”) in connection with a real-estate or mortgage transaction (the “Transaction”).
• “Documents” means the records produced by an Association, its management company or its registered agent in response to an Order, such as estoppel certificates, lender questionnaires, budgets, reserve studies and insurance certificates.
• “Report” means the Solas Risk & Reserve Report delivered with each Order.
• “Solas Content” means the Report and every score, summary, analysis, data compilation and other output Solas delivers through the Platform, but not the Documents themselves.
• “Association Data” means information about an Association and its buildings, such as budgets, reserve balances and studies, insurance, assessments, inspections and litigation, that does not identify the Customer or any individual.
• “Customer Information” means information the Customer gives Solas, including property details, file references and closing dates.

2. Access, Use and Ownership

(a) Access. Solas grants the Customer a limited, non-exclusive, non-transferable right, during the time it holds an account, to use the Platform and the Solas Content for its internal business purposes in connection with the Transaction named in each Order. The Customer may share a Report and the Documents with its investors, warehouse lenders, mortgage insurers, title and settlement agents, auditors and regulators, each in connection with that Transaction (“Permitted Recipients”).

(b) No mass distribution. The Customer will not publish, resell, sublicense or systematically distribute Solas Content, whether through press releases, newsletters, websites, shared databases or automated feeds, and will not use the Platform or Solas Content to build or support a competing product or a directory of Associations or their contacts. The Customer will not scrape, crawl or bulk download the Platform. Solas may suspend or close an account immediately for a breach of this section.

(c) Attribution. If the Customer includes a limited extract of a Report in its own work product, such as a credit memo or underwriting file, it will keep the Solas name and copyright notice with the extract, or identify Solas as the source where that is impractical.

(d) Ownership. Solas and its licensors keep all rights, title and interest in the Platform, the Solas Content, Solas’s methods and scores, and Association Data compilations. The Documents belong to the Associations that produced them; the Customer receives copies for its own Transaction file.

3. Orders and Authorization

(a) Appointment as limited agent. By placing an Order, the Customer appoints Solas as its limited agent to request the selected Documents from the Association, its management company or its registered agent, to identify the Customer and its file reference to them, and to pay their fees on the Customer’s behalf. Requests are made under Florida law, including sections 718.111, 718.116 and 720.30851 of the Florida Statutes, where they apply.

(b) Customer’s authority. The Customer represents that the property information it provides is correct and that it has every authority, consent and permission the law or the Association requires for the request, including any authorization from the unit owner or purchaser.

(c) Delivery. Solas delivers the Documents together with the Report. Solas does not deliver ordered Documents without the Report.

(d) Documents as received. Documents are produced by third parties, not by Solas. Solas delivers them as it receives them (it may rename files or combine them into one package) and does not verify that they are accurate or complete. Questions about an estoppel certificate’s figures, and any right to rely on them, are between the Customer and the Association that issued it.

4. Information Provided and Retrieved

(a) Use of Customer Information and Documents. Solas uses Customer Information and the Documents to fill Orders, prepare Reports and operate the Platform. It keeps them confidential, protects them with reasonable safeguards and does not sell them. Where they include nonpublic personal information that the Customer, as a financial institution, shares with Solas as its service provider, Solas uses and discloses that information only to perform the services, as the Gramm-Leach-Bliley Act requires. The Privacy Notice describes this in more detail.

(b) Association Data. Solas may keep Association Data drawn from the Documents, combine it with public records, and use it to provide and improve its services, including in Reports for other customers. It will not include the Customer’s identity, its file references, or personal information about any unit owner, borrower or purchaser.

(c) Third-party tools. Solas may use third-party service providers, including automated document-reading and artificial intelligence tools, to process and extract information from Documents, solely to provide the services and under confidentiality obligations.

5. Fees and Payment

• Solas fee. A flat fee per Order, shown before the Customer orders (currently [$99]).
• Association fees, at cost. Solas passes through what the Association or its manager charges, with no markup. Amounts shown at ordering are estimates; the Customer pays the amount actually charged.
• Rush fees. Charged only if the Customer authorizes them when ordering. A rush fee paid to an Association is generally not refundable, even if the Association misses its own deadline. Where Florida law excuses or limits an Association fee, Solas passes that benefit on to the Customer.
• Credit card fee. If the Customer pays by credit card, a card processing fee of [2.9%] of the Association fees is added; no fee applies to the Solas fee. There is no card fee for debit or prepaid cards or for payment from a bank account. The fee is shown before the Customer confirms payment and appears on the receipt.
• Billing. Solas advances Association fees and invoices the Customer when the Documents and Report are delivered. Payment is due [on receipt / within N days] through Solas’s payment provider, Stripe. Solas does not store card numbers.
• Cancellations. The Customer may cancel free of charge before Solas sends its request to the Association. After that, the Customer owes any Association fees already paid or committed, and [the Solas fee / no Solas fee].

6. Timing and Platform Availability

Turnaround times shown are estimates. Associations and their managers control when Documents are produced, and Solas does not guarantee delivery by a closing date. Solas will use commercially reasonable efforts to keep the Platform available and to restore access promptly after an outage, but is not liable for any period in which the Platform is unavailable.

7. Disclaimers

(a) As is. The Platform, the Documents and the Solas Content are provided “as is” and “as available.” Solas Content is drawn from Documents supplied by third parties and from public records, read with automated tools and reviewed by Solas staff. Solas believes these sources to be reliable but does not verify them, does not guarantee that Solas Content is accurate, complete or current, and has no obligation to update a Report after it is delivered except under section 8. To the fullest extent the law allows, Solas disclaims all implied warranties, including merchantability, fitness for a particular purpose and accuracy.

(b) Not advice or an eligibility determination. Solas Content is for general informational purposes only. It is not legal, investment, accounting, appraisal, engineering, insurance or other professional advice, and it is not a Fannie Mae, Freddie Mac, FHA or VA eligibility determination, a reserve study or an inspection. Solas is not a lender, appraiser or underwriter.

(c) Customer’s own judgment. The Customer uses Solas Content at its own risk and makes its own credit and eligibility decisions. The Customer is responsible for confirming the project’s warrantability and should check important figures against the source Documents, which are delivered with each Report and cited in it by page.

8. Corrections

If the Customer believes a Report contains an error, it should tell Solas within [30] days of delivery. If Solas agrees, it will correct and reissue the Report at no charge.

9. Indemnification

The Customer will defend, indemnify and hold harmless Solas and its officers, directors, employees and agents from third-party claims and resulting losses arising from: (a) decisions the Customer makes or actions it takes based on Solas Content; (b) reliance on Solas Content by anyone to whom the Customer gave it, other than as section 2(a) permits; (c) incorrect information the Customer provided or a request it was not authorized to make; or (d) the Customer’s breach of section 2(b).

10. Limitation of Liability

Neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits or lost business, even if told they were possible. Solas’s total liability for any claim relating to an Order is limited to the Solas fees the Customer paid for that Order, not counting Association fees passed through. [Lawyer to confirm the cap and any carve-outs, for example for confidentiality breaches.]

11. Term, Termination and Retention

(a) Ending the account. Either party may close an account at any time. Orders already placed will be completed and invoiced under these terms unless both parties agree otherwise.

(b) Retention. After an account closes, the Customer may keep the Documents and Reports it received in its Transaction files as its record-keeping and regulatory obligations require, subject to section 2. It will stop using the Platform and will not otherwise retain or use Solas Content.

(c) Survival. Sections 1, 2(b) through 2(d), 3(d), 4, 5 (for amounts owed), 7, 9, 10, 11 and 13 survive the end of an account.

12. Changes to These Terms

Solas may update these terms. It will give notice of a material change by email or on the Platform at least [30] days before the change takes effect. Orders already placed stay under the terms in effect when they were placed.

13. General

These terms are governed by the laws of the State of [Florida], and disputes will be heard in the state or federal courts in [county, state]. The Customer may not assign these terms without Solas’s consent. If any part of these terms cannot be enforced, the rest still applies. These terms, together with each Order, are the whole agreement between the parties about the services.

Contact

[Legal entity name] · [mailing address] · [contact email]