Terms and Conditions

Legal

These terms of service were last modified November 9th, 2023. Welcome to Probook, a technology service (“Service”) operated by Probook, LLC. (“Probook,” “we,” “our,” or “us”), and offered via the probook.clod website or application (“Website”, “site”, or “app”), that enables home services businesses (“Pros,” or “you”) to run their business operations. ACKNOWLEDGEMENT & ACCEPTANCE By accessing or using the Service, you represent that you have read, understood, and agree to be bound by these Terms of Service (the “Terms of Service” or “Agreement”). This Agreement, together with the Privacy Policy, applies to Pros who access, enroll in, or use the Service (“Users,” used interchangeably with “you” and “Pro” throughout this Agreement). “User” means you as an individual, as well as the employer or entity on whose behalf you are using the Service, and you represent and warrant that you are authorized to enter into this Agreement on behalf of yourself and such employer or entity. “User” also includes consumers that use any of our services, as applicable. You acknowledge and agree that we may amend this Agreement at any time by posting a revised version of this Agreement on the Service or Our Website or by notifying you directly in our sole discretion. Your continued use of the Service after any changes are made to this Agreement shall constitute your consent to such changes. We do not and will not assume any obligation to notify Users of any changes to this Agreement. You are responsible for remaining knowledgeable about the terms of the Agreement. PROBOOK SERVICES Probook offers you the use of our mobile and desktop Services which consist of field service management services and tools, subject to our various types and levels of subscription plans, as well as add-ons for additional fees. We also offer Pros the ability to process payments and access certain other services through Probook, including but not limited to bookkeeping services, payroll processing, scheduling, hiring, bidding, finding jobs, and other services which exist in the app. Your use of our Service is solely authorized for supporting your business, and for consumers, solely for your personal use. USE OF THE SERVICE The Service is offered to Users who are 18 years of age or older and reside in the United States or Canada. Use of the Service is permitted only by individuals who can form legally binding contracts under applicable law. If you do not qualify, do not use the Service. By using the Service, you represent and warrant that you are 18 years of age or older and otherwise meet all eligibility requirements herein. You further represent that all information you provide to us (including any customer and employee information) or any of our third-party partners and vendors shall be accurate, and that you shall have all necessary rights to provide and use such information for use as contemplated herein. In addition, you represent and warrant that you will comply with all applicable federal, state and local laws, rules and regulations with respect to your use of the Service or any work which you conduct through the service. LICENSE Subject to User’s compliance with this Agreement, Probook hereby grants User a revocable, nonexclusive, non-transferable right to access and use the Service, solely in the conduct of User’s normal course of business, and in accordance with this Agreement. User understands and agrees that the Service is provided under license to User, not being sold to User, and User does not gain any ownership interest of any kind in the Service under this Agreement. Probook will not be liable if, for any reason, all or any part of the Service is unavailable at any time or for any period. From time to time, Probook may restrict access to some parts of the Service, or the entire Service, to Users. Probook does not make any representations or guarantees regarding uptime or availability of the Service. SERVICE DATA YOU PROVIDE AS A PRO In using the Service, You must provide us with personal information about you or your business, including but not limited to the following types of information (which shall be referred to collectively as “Service Data”): Business Profile We require Pros to complete a profile (“Business Profile”). We do not review or verify the information or representations set forth in Business Profiles. Information required in this profile includes, but is not limited to: email, phone, company or entity name, industry type or license category, address, and location. Licenses Pros are requested to post licensing information in their Business Profile. Different jurisdictions may require state and/or local (county or municipal) level licensing for certain services, work, and/or project amounts. We do not review the licensing status of any user and do not require any person so submit proof of license. We do not verify that any person hired through or contracted through the service. Insurance and Bonding Pros may provide information and documents concerning insurance policies and/or bonds covering their operations. We do not verify the accuracy of this information and do not require all pros to upload any information about a user’s insurance or bonding. Customer Data Individual customer data entered or imported by Pros shall remain the property of the Pro. User grants Probook and its affiliates and service providers the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such customer data as may be necessary to provide the Service to you and other customers, and for Probook’s internal business uses, and any other uses permitted by law, subject to the Probook privacy policy. Service Pricing Data Service pricing data entered or imported by Pros shall remain the property of the Pro. We will not share the individual price data with a third party without the consent of the Pro, however, we reserve the right to anonymize and aggregate pricing data, and use such data for our business purposes. Feedback In the event that you provide us with any feedback regarding the Service, including without limitation, any flaws, errors, bugs, anomalies, problems with and/or suggestions for the service or the Service (“Feedback”), you hereby assign to us all rights, including intellectual property rights, in the Feedback, including but not limited to, the right to use such Feedback and related information in any manner we deem appropriate. Login information You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account, including but not limited to any unauthorized transactions involving any hacking or unauthorized access to or use of your account or account information. Probook has no liability for any funds paid that were charged from your account or using your credit or debit card information or paid or transferred to the account or card on file in your Probook account. You agree to notify us immediately of any unauthorized use of your account. User is responsible and liable for: (i) User’s conduct; and (ii) any use of the Service through User’s information technology systems or environment, whether authorized or not. We have the right to disable any username, password, or other identifier, whether chosen by User or provided by Probook, at any time if, in our opinion, User has violated any provision of this Agreement. Geolocation Data We may have access to certain geolocation data of you and/or your vehicles, obtained from mobile devices including mobile phones, and third party vehicle tracking devices, offered as a service by us. You acknowledge that you have all necessary consents and rights to convey any and all rights granted hereunder to us. Payment Processing Information You may provide certain payment processing information including but not limited to dates, amounts and forms of payments you receive. Users warrant that all information they provide or submit, including but not limited to Service Data, is complete, accurate and current. Third-Party Vendor Login In the event you elect to share your login and password information for a vendor of yours with Probook to allow Probook to take actions on your behalf upon your instructions, you represent and warrant that you are authorized to share such information with us, and that you are hereby authorizing us to take any actions that you direct us to take. LICENSE TO SERVICE DATA / HOW WE USE SERVICE DATA By submitting Service Data or any other content on or through our Service, you hereby grant us a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, fully paid license (with the right to sublicense) to use, copy, transmit, modify, display and distribute such content (i) to the extent necessary to provide the Service; (ii) for internal business purposes; (iii) to evaluate your eligibility to use our Service and Third Party Services, in our sole discretion, as well as to create and present to you relevant new offerings from Probook and our partners, (iv) to improve, modify and adapt our Service, and (v) for any other lawful purpose. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to the Service Data and any content or materials that you submit to your Probook account or the Service. Such use is subject to our rights and obligations set forth in our privacy policy in effect as posted in our privacy policy. Aggregated & Statistical Service Data Rights. Notwithstanding any other provision of this Agreement, Probook shall own all right, title and interest to any anonymized, aggregated and statistical data created, generated and/or derived from the Service Data and use of the Service. If Probook does not automatically own any anonymized aggregated and statistical data upon its creation, You hereby assign all right, title and interest, including intellectual property rights, in and to such aggregated and statistical data to Probook. You hereby grant to Probook a non-exclusive, irrevocable, perpetual, unlimited, worldwide license to use and permit others to use, at no cost, your name, photograph, video and voice (from any recordings you provide or upload, or recordings made by us that include you), statements, likeness, and personal characteristics (“Materials”) in connection with the Company’s business purposes, including but not limited to, advertising and commercial exploitation, in any format now known or hereafter developed at the Company’s sole discretion. Such uses of the Materials may include, but are not limited to: use on the Company’s website, use on social media, use of Materials within advertising, promotional, and educational communications, use for training, and any other public use in furtherance of the Company’s business purposes. COMMUNICATING WITH YOU/TCPA CONSENT; WITHDRAWING CONSENT; HELP You authorize Probook, inclusive of its agents, affiliates and independent contractors, to contact you at the email address(es) and telephone number(s) that you have provided to Probook for advertisement, telemarketing, solicitation or other purposes, using an automated telephone dialing system, a pre-recorded voice to deliver a message, or texting you, even if you have previously requested to be placed on our Do-Not-Call list, or your phone number appears on a state or federal Do-Not-Call list, or you have previously opted-out from receiving marketing emails from us. You can withdraw your consent to receive text messages at any time by replying with a text saying “STOP”. After you send a message “STOP” to us, we will send you a text message to confirm that you have been unsubscribed. After this, you will no longer receive text messages from us, unless you thereafter provide consent. If you are experiencing issues with the text messaging program you can reply with the keyword “HELP” for more assistance, or you can get help directly at support@housecallpro.com. Neither the carriers, nor Probook are liable for delayed or undelivered messages. As always, message and data rates may apply for any messages sent to you from us, and to us from you. Message frequency may vary. If you have any questions about your text or data plan, it is best to contact your wireless provider. If you have any questions regarding privacy, please read our privacy policy. You can unsubscribe from receiving marketing messages from us in the settings of your account. If you do not consent to receive these messages or if you later unsubscribe from receiving marketing solicitations, you may miss out and not receive certain messages from Probook. Consent to receive such communications is not a condition to using our services, and if you choose not to consent, you may opt out. You also agree that all personal information you provide to register with the Service is governed by our Privacy Policy, and you consent to all actions Probook takes with respect to your personal information consistent with its Privacy Policy. Where it is permitted by law, Probook may rely on implied consent. You also represent and warrant that you have obtained all necessary consents for any communications to your employees and customers that are facilitated by or delivered via our Service. SUBSCRIPTION FEE FOR USE OF PROBOOK Subscription fee Probook’s services are billed on a subscription basis for the term as specified when you subscribed. When you sign up for a subscription-billing based account, you agree to pay for, and to allow us to bill your credit card (or other payment method provided by you) for, all due charges, including all taxes and other applicable charges, in advance, at regular intervals, in accordance with the term of the Services to which you subscribed. The subscription period can be month-to-month, annual, or another duration described more fully on our site. You understand and agree that we may elect to modify your billing frequency at any time, without notice, including, for example, billing a monthly subscription on a weekly basis. ALL SUBSCRIPTIONS AUTOMATICALLY RENEW, IF NOT TERMINATED PRIOR TO SUCH AUTO-RENEWAL FOR A PERIOD EQUAL TO THE SUBSCRIPTION PERIOD. For renewals, Probook will automatically charge your payment method in the amount of the thencurrent fee for your type of account, plus applicable taxes. You hereby authorize us to re-bill for any failed billing or past-due amounts, including charging any alternate forms of payment that you have provided. Subscription fees will not be prorated or refunded, except as expressly set forth in this Agreement. We will bill you a full period’s subscription fee and you are responsible for payment of such fee unless the cancellation is within our Money-back guarantee window (see below). We reserve the right to revise pricing, for any or all of our offerings, at any time, and such revised pricing shall become effective upon our provision of notice or as otherwise provided in such notice. Any fees not paid when due may incur late payment fee equal to the lesser of 1.5% per month or the maximum amount allowed by law. Trial Period In select agreements, when specifically communicated to you, we offer a no cost trial period. After this trial period has expired, you will be required to pay the current rate in order to use the service. To cancel your service and request a refund, please contact us directly. Customer Service You are solely responsible for all customer service issues between you and your customers or any third parties relating to your services, including pricing, fulfillment, cancellation by you or customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback, reviews, or ratings concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. Taxes – Sales & Use To protect our customers and comply with all local laws, we will collect and remit sales tax where required. Not all states enforce sales tax on products and services like Probook, so you may not be affected. PAYMENT PROCESSING TERMS OF SERVICE You may have the option, at our discretion, of taking advantage of our payment processing offering to process your customers’ payments via credit or debit card or ACH, subject to our approval of your eligibility for such offerings. Such offerings are subject to certain fees as disclosed to you at the time of sign up for such offerings. By using this service, you acknowledge and agree that we may use third party payment processors or other service providers (“Third Party Payment Processors”) and that the terms and privacy policies of any such Third-Party Payment Processors are applicable to you. Probook is not liable for the acts or omissions of any third party, including any Third-Party Payment Processor. Payment Processing Fees You agree to pay payment processing or other transaction-related fees (“Fees”) in addition to our subscription fee. We reserve the right to change our Fees at any time in our sole discretion. Taxes – Withholding You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use of our Service (“Taxes”). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. If in a given calendar year you receive more than $600 in gross amount of payments, we will report annually to the Internal Revenue Service (“IRS”), as required by law, your name, business name, address, Tax Identification Number the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year. It is your responsibility to ensure that your business name and Tax Identification Number as provided to Probook are accurate and up to date. INTELLECTUAL PROPERTY AND WEBSITE CONTENT Ownership We or our licensors or partners own the intellectual property rights in the content and materials displayed on Our Website(s), including but not limited to any materials to which you have access to via your use of our services (“Site Content”). You may use Our Website(s) (including any Site Content) for your own personal, non-commercial use, but you may not use it for commercial purposes. You may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any Site Content unless explicitly authorized in these Terms of Service or by the owner of the materials. You may, however, from time to time, download and/or print one copy of individual pages of Our Website for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices. COMMUNICATIONS ON YOUR BEHALF In the event you instruct or authorize Probook to communicate to third parties on your behalf (including your customers and prospects), whether via telephone calls, SMS messaging, emails or otherwise, you hereby represent and warrant that you and Probook are authorized to engage in such communications, that you shall be deemed to be the sender or originator of such communications, and that such communications shall comply with all applicable laws, rules and regulations, including but not limited to the Telephone Consumer Protection Act, the Telemarketing Sales Rule, CANSPAM, and Federal, State and internal Do-Not-Call lists, and any applicable privacy laws and regulations. PROBOOK PRODUCTS AND SERVICES Probook offers all of its products, services and content on an “as-is” basis. This includes any products, services or content including but not limited to those relating to booking, scheduling, invoicing, job pricing, payroll processing, coaching, Service Plans and agreements, training, virtual assistant, websites, ratings, inventory, parts ordering, sales proposals, blog posts, and social media posts. We may change terms, including pricing, for any products or services, and discontinue any products or services, including Third-Party Services, upon prior notice to you. Beta Testing You may from time to time be invited to participate in the alpha or beta testing of a new proposed product or service (“Beta Product”), which may be free, or for which there may be fees. Unless you enter into a separate beta agreement with regard to any such Beta Product, you acknowledge and agree that: (a) the Beta Product is not an official product and has not been commercially released for sale by Probook; (b) the Beta Product is provided “as is”, and may not operate properly or be fully functional; (c) the Beta Product may contain errors, design flaws or other problems; (d) use of the Beta Product may result in unexpected results, loss of data or communications, or other unpredictable damage or loss; and (e) Probook has the right to abandon development of the Beta Product at any time and without any obligation or liability to you. You are solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored or otherwise processed by the Beta Product. Forms and Templates We may offer or provide access to certain forms or templates as part of the Services (“Forms”). These Forms are provided for information purposes only, and do not constitute legal, tax, accounting or business advice. While such Forms may assist you in complying with applicable laws and regulations, it is solely your responsibility to ensure that your business complies with all applicable laws and regulations. Probook makes no representations about such Forms. You should consult with appropriate professionals before using any such Forms. INTERACTIONS AND DISPUTES WITH CONSUMERS No Warranty or Endorsement of Pros Services WE DO NOT ENDORSE OR RECOMMEND THE SERVICES OF ANY PARTICULAR PRO. THE DECISION TO ENTER INTO AN AGREEMENT FOR WORK BELONGS ENTIRELY TO THE CONSUMER. WE DO NOT WARRANT PROS’ PERFORMANCE ON THE JOB OR THE QUALITY OF GOODS, MATERIALS, EQUIPMENT OR SERVICES FURNISHED BY PRO. WE DO NOT CONTRACT FOR OR PERFORM, AND ARE NOT RESPONSIBLE FOR, ANY OF THE SERVICES REQUESTED BY THE CONSUMER IN THE SERVICE REQUEST. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF ANY PROS OR THE PROS ABILITY TO PROVIDE A SERVICE COMPLIANT WITH THE CONSUMER’S SERVICE REQUEST. YOU EXPRESSLY ACKNOWLEDGE THAT WE MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE QUALITY OF SERVICES RENDERED BY ANY PRO. Relationship Between Pros and Consumers PROS ARE SOLELY RESPONSIBLE FOR THEIR INTERACTIONS WITH CONSUMERS. CONSUMERS’ RIGHTS UNDER CONTRACTS A CONSUMER ENTERS INTO WITH PROS ARE GOVERNED BY THE TERMS OF SUCH CONTRACTS AND BY APPLICABLE FEDERAL, STATE, PROVINCIAL AND LOCAL LAWS. SHOULD A CONSUMER HAVE A DISPUTE WITH ANY PRO, THE CONSUMER MUST ADDRESS SUCH DISPUTE WITH THE PROS DIRECTLY. WE ARE NOT A PARTY OR THIRD- PARTY BENEFICIARY TO THE CONTRACTS BETWEEN CONSUMERS AND PROS. YOU AGREE THAT ANY DISPUTE BETWEEN YOU AND A CUSTOMER OF YOURS DOES NOT INVOLVE PROBOOK. YOU EXPRESSLY AGREE THAT PROBOOK IS ENTITLED TO BE REIMBURSED FROM ANY MONEY OWED TO YOU, OR IN YOUR ACCOUNT, IN THE EVENT PROBOOK IS REQUIRED TO ADVANCE FUNDS ON YOUR BEHALF DUE TO A CONSUMER CHARGING BACK A CREDIT CARD PAYMENT PROCESSED BY PROBOOK AND PAID TO YOU. YOU AGREE TO FULLY COOPERATE IN THE EVENT WE RECEIVE A COMPLAINT FROM A CONSUMER ABOUT YOU OR YOUR SERVICES. RELEASE IN EXCHANGE FOR THE SERVICE PROVIDED BY US AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, USER EXPRESSLY AGREES TO RELEASE PROBOOK, ITS OFFICERS, DIRECTORS, AFFILIATES, PARENT COMPANIES, PARTNERS, EMPLOYEES AND AGENTS FROM ANY CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES AND DAMAGES (DIRECT AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE YOU HAVE, EXCEPT THAT THIS RELEASE DOES NOT APPLY TO CLAIMS BY YOU DIRECTLY ARISING OUT OF PROBOOK’S MATERIAL BREACH OF THIS AGREEMENT, OR TO THE EXTENT THE FOREGOING RELEASE IS PROHIBITED BY LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” NO REPRESENTATIONS OR WARRANTIES WE MAKE NO REPRESENTATION ABOUT THE SUITABILITY OF THE CONTENT ON OR SERVICES OF THIS SERVICE FOR ANY PURPOSE. WE DO NOT PROMISE THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT IT WILL PROVIDE SPECIFIC RESULTS FROM USE OF THE SERVICE OR ANY CONTENT, SEARCH OR LINK ON IT. WE MAKE NO REPRESENTATION THAT YOUR WEBSITE WILL SATISFY ANY REQUIREMENTS OF THE AMERICANS WITH DISABILITIES ACT OR OF ANY OTHER LAW, REGULATION OR ORDINANCE GOVERNING ACCESSIBILITY OF WEBSITES OR PLACES OF PUBLIC ACCOMMODATION OR OF ANY PRODUCTS OR SERVICES. THE SERVICE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. WE SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THIS SERVICE, DOWNTIME OF THE SERVICE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THIS SERVICE OR FOR ANY DAMAGE TO YOUR COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH THIS SERVICE. WE SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE MAKE NO GUARANTEES OF ANY SPECIFIC RESULT FROM USE OF THIS SERVICE. YOUR USE OF THIS SERVICE IS AT YOUR OWN RISK. WE MAY FROM TIME TO TIME RECOMMEND, PROVIDE YOU WITH ACCESS TO, OR ENABLE THIRD PARTY SOFTWARE APPLICATIONS, PRODUCTS, SERVICES, CONTENT OR WEBSITE LINKS INCLUDING THIRD PARTY SERVICES (“ADDITIONAL SERVICES”) FOR YOUR CONSIDERATION OR USE. SUCH ADDITIONAL SERVICES ARE FOR YOUR CONVENIENCE ONLY AND WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER REGARDING SUCH ADDITIONAL SERVICES. NO ADVICE WE MAY PROVIDE YOU WITH ACCESS TO CERTAIN CONTENT, MATERIALS, INFORMATION, COACHING, AND PARTNER AND THIRD-PARTY SERVICES, REGARDING OR RELATING TO YOUR BUSINESS, TAXES, ACCOUNTING OR LEGAL INFORMATION, BUT YOU ACKNOWLEDGE AND AGREE THAT NEITHER WE, NOR ANY OF OUR PARTNERS OR THIRD-PARTY SERVICE PROVIDERS ARE PROVIDING ANY TAX, LEGAL, ACCOUNTING, BUSINESS OR OTHER ADVICE TO YOU, AND YOU AGREE AND ACKNOWLEDGE THAT YOU ARE NOT ENTITLED TO RELY UPON ANY SUCH INFORMATION YOU RECEIVE FROM US OR OUR PARTNERS OR THIRD-PARTY SERVICE PROVIDERS, WHETHER VIA OUR WEBSITE, THE SERVICE OR ANY COMMUNICATIONS WITH US, OR ANY SOCIAL MEDIA OR OTHER INTERNET POSTS. YOU AGREE THAT YOU WILL CONSULT APPLICABLE OUTSIDE PROFESSIONALS WITH REGARD TO ANY TAX, ACCOUNTING, LEGAL OR BUSINESS ADVICE. LIMITATIONS OF LIABILITY IN NO EVENT SHALL WE, OUR OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, PARENT COMPANIES, EMPLOYEES AND/OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, GENERAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RELATING TO (1) THIS AGREEMENT, OR THE USE OF, CONTENT IN, DELAY OR INABILITY TO USE, OR OTHERWISE ARISING IN CONNECTION WITH THIS SERVICE, (2) THE CONDUCT OF A USER, PROS OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. WE ARE NOT LIABLE FOR ANY LOST DATA RESULTING FROM THE OPERATION OF THE SERVICE OR THE ENFORCEMENT OF THE TERMS. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRDPARTY USERS, CONSUMER USERS, ADVERTISERS AND/OR SPONSORS ON THE SERVICE, IN CONNECTION WITH THE SERVICE OR OTHERWISE RELATED TO YOUR USE OF THE SERVICE. BY USING THE SERVICE, YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICE. IN NO EVENT WILL PROBOOK’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, EVEN IF FORESEEABLE, EXCEED THE SUM OF ALL FEES PAID BY YOU TO PROBOOK IN THE PREVIOUS SIX (6) MONTHS. TO THE EXTENT YOUR STATE DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. Blocking of IP Addresses and UDIDs In order to protect the integrity of the Service, we reserve the right, at any time, in our sole discretion, to block Users from certain IP addresses and UDIDs from accessing the Service. SECURITY We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will not be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide such information at your own risk, and that we have no liability to you or any third parties due to any unauthorized access to your Probook account. TERMINATION OF ACCOUNT This Agreement will remain in full force and effect while you use the Service. Unless otherwise explicitly agreed to, you may terminate your account at any time, for any reason. To cancel an account, please contact us directly. If you terminate your account, your account will be disabled within 14 days, however, you shall not receive any refund of any fees, including but not limited to subscription fees, unless explicitly stated otherwise herein. We may terminate your account or this Agreement at any time, with or without cause, by sending notice to you at the email address you provide in your account registration, or such other email address as you may later provide to us. All decisions regarding the termination of accounts shall be made in our sole discretion. We are not required to provide you notice prior to terminating your account. We are not required, and may be prohibited, from disclosing a reason for the termination of your account. The provisions of these Terms of Service shall survive and continue to apply after our relationship expires or has been terminated for any reason, except where otherwise required by the context. If you are due a refund for canceling your paid account, a refund will generally be issued to you within 14 days of request to cancel. Upon termination of your account, we may retain your information, including Service Data, but we have no obligation to do so. JURISDICTION AND CHOICE OF LAW This Agreement is governed by and construed in accordance with the laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule. If there is any legal suit, action, proceeding or other dispute arising out of this Agreement or the use of the Service, by using the Service you expressly agree that any such dispute shall be governed by the laws of the State of Nevada, without regard to its conflict of law provisions. You further agree that any dispute that is not required or eligible to be submitted to arbitration, as described below, shall be resolved in the state and federal courts located in Clark County, Nevada, and you agree to sole and exclusive jurisdiction in Nevada. The Service is controlled and operated by Probook from its offices within the United States and is intended only for use by users in the United States and Canada. The Service is not intended to subject Probook to any non-U.S. jurisdiction or law. Probook makes no representation that the information or materials on or linked through the Service is appropriate or available for use in other locations. If a User chooses to access the Service from other locations, it does so on its own initiative and at its own risk and is responsible for compliance with all applicable laws, rules and regulations in its respective location in doing so. DISPUTE RESOLUTION You and We agree that, unless prohibited by any applicable laws, any legal disputes or claims between the Parties that cannot be resolved informally will be submitted to binding arbitration in Nevada, The arbitration shall be conducted by the American Arbitration Association, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. You agree that in no event shall any claim, action or proceeding by You related in any way to the Service be instituted more than one (1) year after the cause of action arose. Subject to applicable law, any disputes between us will only be resolved on an individual basis, and YOU SHALL NOT HAVE A RIGHT TO BRING AN ACTION AGAINST US AS A MEMBER OR REPRESENTATIVE OF A CLASS OR IN ANY CONSOLIDATED OR COLLECTIVE ACTION OR IN ANY OTHER LEGAL PROCEEDING CONDUCTED BY A GROUP OR BY A REPRESENTATIVE ON BEHALF OF OTHERS AND ANY SUCH RIGHTS ARE EXPRESSLY WAIVED. Notwithstanding the above, nothing in this Agreement will be deemed to waive, preclude, or otherwise: (a) limit the right to bring an individual (non-class, non-representative) action in small claims court so long as such action remains in small claims court; (b) limit the right to pursue a private attorney general action where arbitration cannot be required under applicable law; (c) limit the right to seek injunctive relief in a court of law; (d) limit the right to file suit in a court of law to address an intellectual property infringement claim, or (e) limit Probook’s right to file suit to collect unpaid amounts from you. INDEMNIFICATION You agree to indemnify, defend and hold harmless Probook, its parents, subsidiaries, affiliates, officers, agents, partners and employees, from and against any loss, liability, claim, demand or suit, including reasonable attorney’s fees, resulting from or arising out of (a) any of your acts or omissions, (b) any violation or breach by you of this Agreement, (c) claims from your employees or customers, or (d) any claim that your Domain Name or any of the Materials, or your use of the Service or any Third-Party Services, violates any law or regulation or any right of any third party, including any right of privacy, or infringes upon any intellectual property rights of any third party. NO THIRD-PARTY BENEFICIARIES Except as otherwise set forth expressly herein, nothing contained in this Agreement, express or implied, is intended to confer upon any person or entity, other than Probook and the Pros, any benefit, right or remedy. RELATIONSHIP OF THE PARTIES Probook and Pros are separate and independent entities, and the employee of one of those entities is not an employee of the other entity. We are not an agent of the Pros and vice versa. In no event will Probook be considered a general contractor, construction manager, project manager, joint employer, joint venturer, or partner of Pros or any of its affiliates or their respective personnel. ENTIRE AGREEMENT These Terms of Service constitute the entire agreement between you and Probook and supersede all oral and written negotiations, communications or representations of the parties, whether verbal or in writing, with respect to the subject matter hereof, except as may provided in a written agreement signed by you and an authorized officer of Probook. These Terms of Service may be modified or changed by Probook with notice to you. Continued use after being notified of a change shall constitute acceptance of that change. No employee, agent, or other representative of Probook has any authority to bind Probook with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in these Terms of Service. MISCELLANEOUS If any provision of this Agreement is found to be unlawful or unenforceable, then that provision will be deemed severable from this Agreement and will not affect the enforceability of any other provisions. The failure by Probook to enforce any right or provision of this Agreement will not prevent Probook from enforcing such right or provision in the future. No delay, failure or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by an acts of war; terrorism, hurricanes, earthquakes and other acts of God or of nature, fire or flood; strike or labor unrest; degradation of telecommunications service; degradation of computer services not under the direct control of such party; or other causes beyond the performing party’s reasonable control. Probook may assign its rights and obligations under this Agreement, including in connection with a merger, acquisition, sale of assets or equity, any other business combination or restructuring, or by operation of law. Users may not assign rights and obligations under this Agreement, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law, without Probook’s prior written consent. Probook may send notices pursuant to this Agreement to User’s email and phone number contact points provided by User, and such notices will be deemed received at the time they are sent. It is the User’s obligation to keep User’s contact information up to date. Users may send notice pursuant to this Agreement to the email address below. Any and all dollar amounts in this Agreement refer to U.S. dollars. Contact Information If you have questions or comments about the Service or this Agreement, or to provide any notice required by this agreement, please contact us at _____________________________________________.