Terms of Use

BidChex provides software. The Service includes tools for association records, dues collection and payment routing, resident and vendor communication, building access administration, requests for proposal, contractor bid analysis and pricing comparison, vendor directory and assessment, project management and tracking, and optional connected email and Mail Center features. BidChex may modify, suspend, or discontinue any part of the Service, and will give notice of material changes where practicable.

BidChex is not a law firm, an accounting firm, a bank, or an insurance provider, and nothing in the Service is legal, accounting, tax, or investment advice. Bid comparisons, price intelligence, vendor assessments, and any output generated by artificial intelligence features are informational and may be incomplete or inaccurate. They are not a substitute for the Association's own diligence.

BidChex does not act as the Association's community association manager. The Association engages its own manager and its own professionals. BidChex provides tools that the Association, its board, and its manager use to carry out decisions they make. BidChex does not set budgets, determine assessments, decide enforcement, or exercise discretion over Association funds. The Association remains responsible for its own governance, its statutory obligations, and the decisions it makes using the Service.

The Association owns all data it or its Users submit to the Service, including owner and tenant records, financial records, project and bid records, documents, and communications ("Association Data"). BidChex claims no ownership of it.

The Association grants BidChex a non-exclusive license to host, process, transmit, display, and back up Association Data solely to provide, secure, and support the Service, and to comply with law. BidChex will not sell Association Data or use it for advertising.

BidChex may generate aggregated, de-identified statistics from platform usage to operate and improve the Service. BidChex will not attempt to re-identify that data and will not disclose it in any form that identifies the Association, a unit, or an individual.

BidChex does not take custody of Association funds.

Where BidChex facilitates dues collection or vendor payments, funds move between the payer's account and a deposit account titled to the Association. That account is the Association's property and remains under the Association's control. BidChex acts only as the Association's agent to originate the entries the Association has authorized, either through a bank or payments partner or by delivering payment files to the Association's bank.

The Association is responsible for the accuracy of the account information and payment instructions it provides. BidChex is not responsible for a bank's refusal, return, hold, reversal, or delay of any entry, or for fees a bank charges the Association.

Owners who pay dues by credit card are charged a surcharge disclosed at the point of payment to cover merchant processing fees. That surcharge is paid by the owner.

Fees, the timing of the first payment, and the date recurring billing begins are set out in the Association's enrollment form and are not restated here. Fees are collected by ACH debit of the account the Association designates and authorizes at enrollment.

If an invoice is more than 10 days past due, BidChex may notify the Association in writing and suspend some or all of the Service until the balance is paid. Suspension does not relieve the Association of fees accrued. If the balance remains unpaid, BidChex may terminate on 30 days' written notice under the termination provision in the enrollment form.

BidChex will not suspend or restrict the Association's ability to export its own data because of non-payment.

Fees do not include bank fees, ACH return fees, card processing costs, or the cost of hardware.

Building security hardware and any other equipment is purchased and owned by the Association. The Association's installer performs the installation. BidChex will be onsite to assist with installation and configuration where the enrollment form provides for it, but BidChex does not sell, install, warrant, or maintain hardware, and assisting does not make BidChex responsible for the installer's work or for the equipment. Manufacturer warranties, if any, run to the Association.

Florida law gives unit owners the right to inspect certain association official records, and Florida law also excludes specific categories from inspection. See Section 718.111(12), Florida Statutes.

Nothing in these Terms, and nothing in the BidChex Privacy Policy, restricts the Association from producing records it is required to produce, or overrides an owner's statutory inspection rights. The Association, not BidChex, decides what is an official record, what must be produced, what must be redacted, and when. BidChex provides tools to store and share records; it does not determine the Association's compliance with its records obligations.

If BidChex receives a records demand from an owner or a third party addressed to the Association, BidChex will forward it to the Association and will not respond on the Association's behalf.

BidChex will use commercially reasonable efforts to keep the Service available. BidChex does not commit to a specific uptime percentage and does not offer service credits.

BidChex may perform scheduled maintenance and will give advance notice when practicable. BidChex may perform emergency maintenance without notice. The Service depends on third parties including hosting providers, banks, payment networks, telecommunications carriers, email providers, and the Association's own internet and hardware, and BidChex is not responsible for their failures.

Support is available by email at support@bidchex.com during normal business hours.

BidChex maintains administrative, technical, and physical safeguards designed to protect Association Data, including encryption of data in transit and at rest, access controls, and logging. No system is completely secure, and BidChex does not guarantee that the Service will be free of unauthorized access.

The Association and its Users are responsible for safeguarding their own credentials, for promptly removing access for people who leave a board or a management company, and for the actions taken under their accounts.

If BidChex determines that a breach of security has occurred, or has reason to believe one has occurred, affecting personal information it maintains on the Association's behalf, BidChex will notify the Association as expeditiously as practicable and no later than 10 days after that determination or that belief, consistent with Section 501.171(6), Florida Statutes. The notice will describe what BidChex knows about the incident and the steps it is taking.

The Association is responsible for any notices it must give to owners, residents, or state authorities. BidChex will cooperate and provide the information the Association reasonably needs to give those notices.

BidChex uses third-party service providers to operate the Service. Current categories include cloud hosting and infrastructure, banking and payment processing, artificial intelligence processing, email and SMS delivery, error monitoring and analytics, and customer support tooling. A current list of named subprocessors is published at bidchex.com/subprocessors.

BidChex requires each subprocessor to protect Association Data on terms no less protective than these Terms, and BidChex remains responsible for its subprocessors' handling of Association Data. This does not make BidChex responsible for the availability or performance of banks, payment networks, telecommunications carriers, email providers, or the public internet, which are addressed in Sections 3, 7, and 21.

Each party will protect the other's non-public business information with at least reasonable care and use it only to perform under these Terms. This does not apply to information that is public, independently developed, or lawfully received from a third party, and does not prevent disclosure required by law, subpoena, or Section 6 of these Terms. A party compelled to disclose will give the other party notice when legally permitted to do so.

The Service is provided "as is" and "as available." To the maximum extent permitted by law, BidChex disclaims all warranties, express, implied, and statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the Service will be uninterrupted, error-free, secure, or that it will meet the Association's requirements.

BidChex does not warrant the accuracy or completeness of bid comparisons, price intelligence, vendor assessments, or any classification, summary, suggestion, draft, or other output generated by automated or artificial intelligence features, including those applied to connected mail.

Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, lost goodwill, or other intangible losses, even if advised of the possibility.

BidChex's total liability for all claims arising out of or relating to the Service will not exceed the fees the Association paid BidChex in the 3 months immediately before the event giving rise to the claim.

That cap and the exclusion above do not apply to claims arising from BidChex's misappropriation of Association funds, gross negligence, or willful misconduct. For those claims, BidChex's total liability will not exceed $50,000.

The caps in this section limit BidChex's liability. They do not limit the Association's indemnification obligations under Section 14, BidChex's indemnification obligation for the intellectual property claims described in Section 14, a party's liability for death or bodily injury caused by its negligence, or any liability that cannot be limited under applicable law.

These limits reflect the allocation of risk between the parties and apply even if a limited remedy fails of its essential purpose.

BidChex will defend and indemnify the Association against third-party claims alleging that the Service, as provided by BidChex, infringes a United States patent, copyright, trademark, or trade secret, and against claims arising from BidChex's breach of these Terms, its negligence, or its violation of law.

The Association will defend and indemnify BidChex against third-party claims arising from the Association's breach of these Terms, its negligence, its violation of law, the content or accuracy of Association Data, mailboxes it or its Users connect to the Service, and instructions it gives BidChex.

The party seeking indemnity will give prompt written notice, allow the indemnifying party to control the defense, and cooperate reasonably. No settlement that imposes an obligation on the other party is effective without that party's consent.

The term and termination rights are set out in the Association's enrollment form. On termination for any reason:

• The Association may export its Association Data for 30 days after the effective date of termination, in a common machine-readable format.
• BidChex will delete Association Data from its active systems within 60 days after that export window closes. Backup copies age out on BidChex's normal backup cycle.
• BidChex may retain data it is required to keep by law or that it needs to resolve a dispute, for as long as required, subject to the confidentiality and security obligations in these Terms.
• The Association keeps its domain name, its hardware, and its data.

Sections 2, 3, 4, 11, 12, 13, 14, 15, 18, 19, 23, 24, 25, and 26 survive termination.

BidChex may update these Terms. For changes that materially reduce the Association's rights or increase its obligations, BidChex will give at least 30 days' written notice before the change takes effect. If the Association does not accept the change, its remedy is to terminate under its enrollment form. Continued use after the effective date is acceptance. Fee changes are governed by the enrollment form, not this section.

An individual or business may open a BidChex account directly, without enrolling an Association, to use features such as project management, requests for proposal, bid analysis, the vendor directory, and connected email. The account holder is the customer for that account.

Sections 2, 7, 8, 10, 11, 12, 13, and 14 apply to a direct account holder as they apply to an Association, reading "direct account holder" for "Association" and "Customer Data" for "Association Data." Sections 3, 4, 5, 6, 9, 15, and 16 apply only to Associations; the equivalent terms for direct accounts are in Sections 18 and 19.

A direct account holder that later enrolls an Association is governed by Part A for that Association's use of the Service.

Some features require payment. By purchasing a subscription or making a payment, the account holder agrees to pay all fees associated with the account, to provide accurate payment information, and to authorize BidChex to charge the payment method on file on a recurring basis until the subscription is cancelled.

Fees are non-refundable except where these Terms or applicable law say otherwise, or where BidChex states otherwise in writing at the time of purchase.

BidChex may change subscription pricing on at least 30 days' notice before the change takes effect at the account holder's next renewal. If the account holder does not accept the new price, its remedy is to cancel before renewal.

If a payment fails or an invoice is more than 10 days past due, BidChex may suspend the account until the balance is paid. BidChex will not restrict the account holder's ability to export its own data because of non-payment.

A direct account continues until either party terminates it.

The account holder may cancel at any time in the account settings or by contacting BidChex. Cancellation takes effect at the end of the current billing period, and the account holder remains responsible for fees already accrued.

BidChex may terminate or suspend a direct account on 30 days' written notice, or immediately and without notice if the account holder materially breaches these Terms, uses the Service unlawfully, or fails to pay after the cure period in Section 18.

On termination, the account holder may export its data for 30 days, BidChex will delete it from active systems within 60 days after that window closes, and backup copies age out on BidChex's normal backup cycle. BidChex may retain data it is required to keep by law or that it needs to resolve a dispute.

BidChex may update these Terms as they apply to direct accounts on at least 30 days' notice for changes that materially reduce the account holder's rights or increase its obligations. Continued use after the effective date is acceptance.

You must be at least 18 years old to create a BidChex account and must have the legal capacity to enter into these Terms.

Each User is responsible for the accuracy of the information in their account, for keeping their credentials confidential, and for activity under their account. Users must notify BidChex at legal@bidchex.com if they believe their account has been compromised.

Users may not:

• access data belonging to another association, unit, account, or person without authorization
• attempt to defeat or probe the Service's security, scrape it, or reverse engineer, decompile, or disassemble it
• interfere with or disrupt the Service, its servers, or its networks
• use automated systems to access the Service without permission
• upload malware or content that is unlawful, harassing, defamatory, or infringing
• collect or harvest information about other users
• use the Service to send unsolicited commercial messages
• misrepresent their identity, their unit, or their authority to act for an association or a business
• use the Service for any fraudulent or deceptive purpose
• use the Service in violation of law, including in violation of an association's governing documents where those documents apply to them

BidChex may suspend or remove a User's access for a violation of this section. Where the User's access comes through an association, BidChex will notify the association.

Access granted to a property manager is granted by the association and may be revoked by the association at any time.

Individual owners authorize ACH debits for their own dues separately, when they enroll. An association's enrollment does not create an ACH authorization for any owner.

Personal information collected from Users is handled as described in the BidChex Privacy Policy.

Connecting a mailbox is optional. The Service works without it.

By connecting a third-party email account, through the Mail tab or any similar feature, you authorize BidChex and its subprocessors to access, synchronize, transmit, store, host, reproduce, process, and analyze the contents and metadata of that mailbox as necessary to provide, secure, and support the connected-mail features, and to apply the automated and artificial intelligence processing described in the Privacy Policy. BidChex will not sell that content, use it for advertising, or permit its AI providers to use it to train their models.

You represent that you have the authority to grant those permissions for each mailbox you connect, including any obligation you owe to your employer, your organization, or other participants in those communications. You are responsible for complying with your email provider's terms and with applicable law.

You may disconnect a mailbox at any time. Disconnecting stops new syncing immediately; deletion of previously synced content is handled as described in the Privacy Policy.

BidChex does not guarantee uninterrupted or error-free access to third-party mail systems, and is not responsible for the acts or failures of your email provider.

By providing your mobile telephone number and opting in through a BidChex-administered application or onboarding form, you consent to receive SMS text messages from BidChex in connection with HOA management activities at the property associated with your account.

Program name. The SMS program is "BidChex HOA Notifications."

Program description. BidChex sends transactional SMS messages including account invitations and activation notifications, building access and intercom event alerts, HOA violation and compliance notices, in-app message notifications, and operational alerts related to property management activities. The program does not send marketing or promotional messages.

Message frequency. Message frequency varies based on property activity and user role.

Message and data rates. Message and data rates may apply. BidChex does not charge for SMS messages, but your mobile carrier may charge for messages sent to or from your device.

Opt-out. You may opt out of SMS messages at any time by replying STOP to any message from BidChex. You will receive a one-time confirmation message, after which no further SMS messages will be sent to your number from BidChex. You may also opt out by disabling SMS notifications in your BidChex account settings or by contacting support@bidchex.com.

Help. For help with SMS messages, reply HELP to any message from BidChex. You may also contact BidChex support at support@bidchex.com or visit https://bidchex.com for assistance.

No sharing of mobile information. No mobile information will be shared with third parties or affiliates for marketing or promotional purposes. Information sharing with subcontractors supporting BidChex services, such as our SMS delivery provider, is permitted only as necessary to deliver the messages you have requested. Mobile opt-in data and consent are not shared with any third parties for any purpose.

Consent is not a condition of service. Consent to receive SMS messages from BidChex is not a condition of using BidChex services, applying for a rental or purchase, or any other transaction. You may use BidChex with in-app notifications only.

Supported carriers. SMS messages are supported on all major U.S. wireless carriers, including AT&T, T-Mobile, Verizon Wireless, Boost, Cricket, Metro by T-Mobile, U.S. Cellular, and others. Carriers are not liable for delayed or undelivered messages.

The Service, including all content, features, functionality, software, and materials BidChex provides, is owned by BidChex, Inc. and protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. Nothing in these Terms transfers any of those rights. BidChex grants each User a limited, non-exclusive, non-transferable, revocable right to use the Service while their access is active.

If a User provides feedback, suggestions, or ideas about the Service, BidChex may use them without restriction or compensation.

Users retain ownership of the content they upload, submit, or post to the Service, including data and materials from mailboxes they connect ("User Content"). Where that content is Association Data, Section 2 governs it and this section does not reduce the Association's rights under Section 2.

By submitting User Content, the User grants BidChex a non-exclusive, royalty-free license to host, store, reproduce, process, transmit, and display that content solely to provide, secure, and support the Service, including the automated and artificial intelligence processing described in the Privacy Policy. That license ends when the content is deleted, except for backup copies that age out on BidChex's normal backup cycle and copies BidChex must retain by law. BidChex will not sell User Content or use it for advertising.

These Terms are governed by the laws of the State of Florida, without regard to its conflict of laws rules.

Arbitration. Any dispute arising out of or relating to these Terms or the Service that is not resolved informally within 30 days after written notice of the dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Miami-Dade County, Florida. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys' fees unless the arbitrator awards otherwise.

Exceptions. Either party may bring an individual claim in small claims court in Miami-Dade County if it qualifies, and either party may seek temporary or preliminary injunctive relief in the state or federal courts located in Miami-Dade County to protect its intellectual property or confidential information, without waiving this section.

No class actions. Disputes will be arbitrated only on an individual basis. Neither party may bring a claim as a plaintiff or class member in a class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate claims or preside over any form of representative proceeding.

If the class action waiver in this section is found unenforceable as to a particular claim, that claim will be severed and heard in the state or federal courts located in Miami-Dade County, and the rest of this section remains in force.

Notices. Notices to BidChex go to legal@bidchex.com and to BidChex, Inc., 1 Century Lane, Apt 602, Miami Beach, FL 33139. Notices to an association go to the email address in its enrollment form. Notices to a direct account holder go to the email address on the account. Email notice is effective on the date sent. Either party may change its address on notice to the other.

Assignment. Neither party may assign these Terms without the other's written consent, except that either party may assign to a successor in a merger, reorganization, or sale of substantially all assets, on notice to the other.

Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, including natural disasters, hurricanes, utility and network failures, acts of government, and failures of banks or payment networks. Payment obligations are not excused.

Independent contractors. The parties are independent contractors. These Terms create no partnership, joint venture, agency, or employment relationship, except for the limited payment agency described in Section 3.

Severability and waiver. If a provision is unenforceable, it is modified to the minimum extent necessary or severed, and the rest remains in force. A party's failure to enforce a provision is not a waiver.

Entire agreement. These Terms, the Association's enrollment form where there is one, and the Privacy Policy are the entire agreement between the parties on this subject and supersede prior discussions. If the parties later enter a definitive services agreement, that agreement controls where it conflicts with these Terms. No purchase order or vendor portal terms apply.

BidChex, Inc.
1 Century Lane, Apt 602
Miami Beach, FL 33139
legal@bidchex.com