These Terms of Use, and the rules, policies, terms and conditions set forth in, referred to and/or linked herein, all of which are incorporated herein by reference, are, collectively, the "Agreement".
IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION
This Agreement constitutes a legal agreement between you ("you" or "User") and PRO242 Technologies, Inc. d/b/a PRO242 ("PRO242" or "us"). This Agreement governs your use of our services and platform that facilitates communications between Users offered through our website located at www.pro242.com, as it may be modified, relocated and/or redirected from time to time (the "Site"), and the mobile applications offered by us (the "Apps"). Our services, platform, Site and Apps are collectively referred to as the "PRO242 Platform". By accessing, using or registering with the PRO242 Platform or any portions thereof, you hereby expressly acknowledge and agree to be bound by the terms and conditions of this Agreement, and any future amendments and additions to this Agreement as we may publish from time to time. Please read this Agreement carefully. If you do not agree to accept and be bound by this Agreement, you must immediately stop using the PRO242 Platform. PRO242's acceptance is expressly conditioned upon your assent to this Agreement in its entirety. If this Agreement is considered to be an offer by us, acceptance is expressly limited to this Agreement. By using the PRO242 Platform, you represent and warrant that: (i) you are at least 18 years old, are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts; and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.
To the extent permitted and except where prohibited by applicable law, these Terms of Use include:
a. The PRO242 Platform is Solely a Venue for Communications. The PRO242 Platform is a communications platform for enabling the connection between individuals seeking to obtain services ("Requesters") and/or individuals seeking to provide services ("Professionals"). Requesters and Professionals together are referred to as "Users". Those certain services requested by the Requesters, which are to be completed by the Professionals, are hereinafter referred to as "Professional Services". The Professional Services may include the delivery, installation and/or assembly of furniture and/or other items obtained through the PRO242 Platform or from a third party (“Merchandise”), but shall not be deemed to include the Merchandise itself. PRO242 does not itself provide Professional Services or Merchandise. The provision of all Professional Services is up to the Professionals, which may be scheduled through use of the PRO242 Platform. PRO242, THROUGH THE PRO242 PLATFORM, OFFERS INFORMATION AND A METHOD TO OBTAIN SUCH PROFESSIONAL SERVICES AND/OR MERCHANDISE, BUT DOES NOT AND DOES NOT INTEND TO PROVIDE SUCH PROFESSIONAL SERVICES OR MERCHANDISE ITSELF OR ACT IN ANY WAY AS A RETAILER OR MANUFACTURER, OR AS A CLEANING, PRO242MAN, OR OTHER HOME-RELATED OR MOVING-RELATED SERVICE PROVIDER, AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY PROFESSIONAL SERVICES AND/OR MERCHANDISE PROVIDED TO THE REQUESTER, INCLUDING, BUT NOT LIMITED TO, A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE. PRO242 IS NOT AFFILIATED WITH, ENDORSED OR SPONSORED BY ANY THIRD PARTY MERCHANDISE PROVIDER OR RETAILER.
b. Background Checks. PRO242does not checkthe backgrounds of Professionals. Each Requester should exercise caution and common sense to protect its personal safety and property, just as you would when interacting with any person whom you do not know. BY USING THE PRO242 PLATFORM, THE REQUESTER AGREES TO HOLD PRO242 FREE FROM THE RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF THE PROFESSIONAL SERVICES. PRO242 IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER INCLUDING PROFESSIONALS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY PROFESSIONAL SERVICES.
a. Collection of your Personal Information. Some of the materials available on the PRO242 Platform may require prior registration to access. If you decide to access such materials you will be required to register. We may refuse to grant you, and you may not use, a username, email address or screen name that is already being used by someone else; that may be construed as impersonating another person; that belongs to another person; that violates the intellectual property or other rights of any person; that is offensive; or that we reject for any other reason in our sole discretion. When you complete a registration with us, you will be required to provide certain personal information. You agree that such information will be true, accurate and complete, and that you will update this information promptly when it changes. If you provide any information that is untrue or inaccurate, not current, or incomplete, or if we suspect that your information is untrue or inaccurate, not current, or incomplete, we may, in our sole discretion, suspend or terminate your right to access any material for which registration is required. Any personally identifiable information supplied hereunder will be subject to the terms of the Privacy Policy.
b. Account, Password and Security.You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any username, password and account provided by you or us for accessing the PRO242 Platform. You are solely and fully responsible for all activities that occur under your password or account, except that PRO242 may, in certain circumstances, access your account to make changes that you request, such as rescheduling a Service appointment. PRO242 has no control over the use of any User's account by the User or third parties and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you must contact us immediately at www.pro242.com/help. Nothing in this section shall affect PRO242's rights to limit or terminate the use of the PRO242 Platform, as provided below in section 4(b).
c. Proof of Identity. You will provide us with such proof of identity as we may reasonably request from time to time.
d. Text Messages and Phone Calls.By providing your phone number and using the PRO242 Platform, you agree that we may, to the extent permitted by applicable law, use your mobile phone number for calls and, if such phone number is a mobile number, for text (SMS) messages, in order to assist with facilitating the requested Professional Services and/or Merchandise. Standard call or message charges or other charges from your phone carrier may apply to calls or text (SMS) messages we send you. You may opt-out of receiving text (SMS) messages from us by replying with the word "STOP" to a text message from us. You acknowledge that opting out of text (SMS) messages may impact your ability to use the PRO242 Platform. You agree to PRO242’s use of a service provider to mask your telephone number when you call or exchange text (SMS) messages with a Service Professor or Service Requestor using a telephone number provided by PRO242. During this process, PRO242 and its service provider will receive in real time and store call data, including the date and time of the call or text (SMS) message, the parties’ phone numbers, and the content of the text (SMS) messages. You agree to the masking process described above and to PRO242’s use and disclosure of this call data for its legitimate business purposes.
e. Emails. PRO242 may send you confirmation and other transactional emails regarding the Professional Services. PRO242 and its affiliates may also send you emails about other services that we think might interest you ("Promotional Emails"). You can unsubscribe from Promotional Emails at any time by clicking unsubscribe in our email communications or contacting us.
a. Payments. Users of the PRO242 Platform contract for Professional Services directly with other Users. PRO242 is not a party to any contracts for Professional Services. The PRO242 Platform facilitates these contracts by supplying a medium through which Requesters can connect with Professionals, schedule Professional Services, .
b. PRO242 Trust and Support FeePRO242 may assess an additional "Trust and Support Fee" to support the PRO242 Platform, including costs related to updates, customer support, and related services provided to you by the PRO242 Platform. The Trust and Support Fee will be applied to each appointment of a Professional Service requested through the PRO242 Platform (e.g., if you requested a Recurring Service, a Trust and Support Fee may be assessed on each Recurrent Service appointment). The amount of the Trust and Support Fee may vary but shall be retained by PRO242 in its entirety.
a. Term. This Agreement shall continue in full force and effect until such time as it is terminated by you or by us.
b. Termination by PRO242. We may terminate this Agreement or terminate or suspend your right to use the PRO242 Platform at any time for any or no reason (including, without limitation, in the event that we believe that you have breached this Agreement or any policy posted on the PRO242 Platform, or if we otherwise find that you have engaged in inappropriate and/or offensive behavior (collectively, "Prohibited Conduct") by providing you with written or email notice of such termination to the physical or email address you have provided us, and termination will be effective immediately upon such notice. Except in the event that we terminate or suspend your right to use the PRO242 Platform due to any Prohibited Conduct, we will refund in full any payments for Professional Services that have not been performed or completed. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. When terminating your account, PRO242 may delete the account and all the information in it. You have no ownership rights to your account.
c. Termination by You. You may terminate this Agreement by completely and permanently ceasing to use the PRO242 Platform (provided that there are no outstanding Professional Services ordered under your password or account) and by closing any account you have opened on the PRO242 Platform. If you attempt to terminate this Agreement while there are still outstanding Professional Services ordered under your password or account, this Agreement shall not terminate until such Professional Services have been performed or otherwise canceled as permitted by PRO242.
f. PRO242 Select
(i) Membership: PRO242 may from time to time offer Requesters the opportunity to purchase one-time cleaning Professional Services provided the Requester first agrees to purchase an annual or monthly PRO242 Platform Select Membership (“PRO242 Select”).
(ii) Billing and Renewal: When you first sign up and purchase PRO242 Select, you will be billed immediately for your initial PRO242 Select subscription period. By enrolling in PRO242 Select, in addition to any Professional Services you purchase through PRO242 Select, you authorize PRO242 to charge you for your initial PRO242 Select subscription period and a recurring annual or monthly membership at the then current rate, which may change from time to time. Your PRO242 Select will automatically renew and prior to the start of the next subscription period, you will be charged the applicable PRO242 Select fee to your provided payment method on a recurring basis until canceled as set forth herein. UNLESS YOU NOTIFY US BEFORE A CHARGE THAT YOU WANT TO CANCEL OR DO NOT WANT YOUR PRO242 SELECT TO AUTO RENEW, YOU UNDERSTAND THAT YOUR PRO242 SELECT WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE PRO242 (WITHOUT NOTICE TO YOU UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN APPLICABLE MEMBERSHIP FEE AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU.
(iii) Cancellation Fees: The cancellation and rescheduling of any cleaning Professional Service while you are enrolled in PRO242 Select is subject to the cancellation policy, including the payment of any cancellation fees, as further described in Section 4(e) above.
(iv) Declination of Payment: If an eligible payment method PRO242 has on file for you is declined for payment, you must provide us with a new eligible payment method promptly or your PRO242 Select will be canceled. If you provide us with a new eligible payment method and are successfully charged, your PRO242 Select period will be based on the original enrollment or renewal date and not the date of the successful charge.
(v) Cancellation of PRO242 Select: You will not be charged a PRO242 Select fee for the subsequent period if you cancel your PRO242 Select at least three days before your next PRO242 Select renewal date. You may cancel your PRO242 Select by visiting the PRO242 Help Center at www.pro242.com/help or Following cancellation of your PRO242 Select you will continue to have access to your PRO242 Select through the end of your current paid PRO242 Select period. Should you cancel your PRO242 Select, PRO242 reserves the right to cancel any Professional Service appointments scheduled outside the current paid PRO242 Select period.
(vi)PRO242 Select Refunds: The PRO242 Subscription and pay per Leads fees are nonrefundable. (vii)Membership Plans/Promotional Trial Memberships: PRO242 sometimes offers certain Requesters various trial or other promotional memberships, which are subject to these Terms except as otherwise stated in the promotional offers.
Links (such as hyperlinks) from the PRO242 Platform to and plug-ins from sites or applications owned, operated or controlled by third parties (collectively, "Third Party Sites") do not constitute the endorsement by PRO242 of the Third Party Sites or their content. Such links and plug-ins are provided as an information service, for reference and convenience only. PRO242 does not control any Third Party Sites, and is not responsible for their content. It is your responsibility to evaluate the content and usefulness of the information obtained from Third Party Sites. The use of any Third Party Site is governed by the terms and conditions of use and privacy policy of that Third Party Site. YOU ACCESS THIRD PARTY SITES AT YOUR OWN RISK. PRO242 EXPRESSLY DISCLAIMS ANY LIABILITY ARISING IN CONNECTION WITH YOUR USE AND/OR VIEWING OF ANY THIRD PARTY SITES, AND YOU HEREBY AGREE TO HOLD PRO242 HARMLESS FROM ANY LIABILITY THAT MAY RESULT FROM THIRD PARTY SITES.
The PRO242 Platform may contain blogs, message boards, applications, opportunities to provide reviews, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities that allow Users to communicate with other Users and with PRO242 (collectively, "Submission Areas"). Some areas in the Submission Areas within the PRO242 Platform will be public and PRO242 will not be responsible for any information or materials posted in such public areas. PRO242may, in its discretion, publicly post submissions you submit to a non-public area of the PRO242 Platform. You may only use Submission Areas to send and receive messages and material that are relevant and proper to the applicable forum and that comply with this Agreement. "Your Information" is defined as any information and materials you provide to us or other Users in connection with your registration for and use of the PRO242 Platform, including without limitation, information and materials that are posted or transmitted for use in Submission Areas. You are solely responsible for Your Information, and we are merely a passive conduit for your online distribution and publication of Your Information. You hereby represent and warrant that Your Information: (a) will comply at all times with this Agreement, including but not limited to Section 7 (Rules for Use of the PRO242 Platform) below, and with Section 2 (Personal Information; User Accounts) above; and (b) will not create liability for us or cause us to lose (in whole or in part) the services of our Internet Service Providers (ISPs), customers, or other partners or suppliers. You hereby grant us a non-exclusive, transferable, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display and distribute all of Your Information that is posted to Submission Areas from or through your account on the PRO242 Platform, including but not limited to all images, videos, musical works and text included in such postings and to such other persons and/or entities as PRO242 may designate. The rights you grant in this license are for the limited purpose of operating, advertising, marketing, promoting, and improving the PRO242 Platform. We reserve the right to remove postings from Submission Areas in our sole discretion.
During the term of this Agreement, Requesters may use the PRO242 Platform for your personal use only (or for the use of a person, including a company or other organization that you validly represent). Requesters may use the PRO242 Platform to request Professional Services solely with respect to a location where the Requester is legally authorized to have Professional Services performed. Requesters may not use the PRO242 Platform for any other purposes or in connection with any commercial endeavors whatsoever without our express prior written consent. Requesters agree that an order for Professional Services is an offer, which is only accepted when the Requester receives a confirmation of the order. Requesters agree to treat Professionals courteously and lawfully, to provide a safe and appropriate working environment for them that is in compliance with all applicable laws and regulations, and to provide reasonable co-operation to Professionals to enable them to supply Professional Services. Requesters agree to comply with our complaint and other policies designated on the Site. Requesters acknowledge that their selected Professional may be unavailable from time to time. Professionals agree to provide Professional Services in accordance with all applicable laws and regulations and with the Service Agreement. You shall NOT use the PRO242 Platform (including but not limited to any Submission Areas) to do any of the following:
a. Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another's computer.
b. Upload files that contain software or other material that violates the intellectual property rights or rights of privacy or publicity of any third party.
c. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including but not limited to our staff and other Users. d. Post a review or rating unless such review or rating contains your independent, honest, genuine opinion.
e. Use the PRO242 Platform or any Professional Service for any purpose or in any manner that is in violation of local, city, national, or international law.
f. Publish, post, upload, distribute or disseminate any profane, defamatory, false, misleading, fraudulent, threatening or unlawful topics, names, materials or information, or any materials, information or content that involve the sale of counterfeit or stolen items.
g. Advertise or offer to sell any goods or services for any commercial purpose or solicit employment or contract work which is not relevant to services offered through the PRO242 Platform. You may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to Professional Services facilitated through the PRO242 Platform without express written permission from us.
h. Use the PRO242 Platform to collect usernames and/or email addresses of members by electronic or other means without our express prior written consent.
i. Conduct or forward surveys, contests, pyramid schemes, or chain letters.
j. Impersonate another person or allow any other person or entity to use your identification to post or view comments or otherwise use your account.
k. Post the same note repeatedly (referred to as 'spamming'). Spamming is strictly prohibited.
l. Download any file posted by another User that you know, or reasonably should know, cannot be legally distributed through the PRO242 Platform, or post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly.
m. Restrict or inhibit any other User from using and enjoying the PRO242 Platform.
n. Imply or city that any statements you make are endorsed by us, without our prior written consent.
o. Reverse engineer, disassemble, decompile, translate, modify, adapt, license, sublicense, alter, copy, distribute, hack or interfere with the PRO242 Platform, its servers or any connected networks, use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index the PRO242 Platform in any manner, or attempt to do any of the foregoing.
p. Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by us.
q. Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
r. Upload content that provides materials or access to materials that are obscene, adult or sexual or that exploit anyone, and in particular people under the age of 18, in an abusive, violent or sexual manner.
s. Register to use the PRO242 Platform under different usernames or identities, after your account has been suspended or terminated.
t. Mirror or archive any part of the PRO242 Platform or any content or material contained on the PRO242 Platform without PRO242's written permission.
u. Forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting or providing false or misleading representations in the sender information, subject line, locator, or content of any electronic message.
v. Alter transmission data without PRO242's consent
PRO242 provides a software platform which allows you to connect with independent Professionals. PRO242 is not the employer of any Professional. You acknowledge that we do not supervise, direct, or control a Professional’s work or Professional Services performed in any manner. A Professional provides services to you as an independent contractor, and is not an employee, joint venture, partner, agent, or franchisee of PRO242 for any purpose whatsoever.
a. Changes to Promotions. We may from time to time provide certain promotional opportunities to Requesters. All promotions will be run at our sole discretion, and can be activated, modified or removed at any time by us without advance notification.
b. Promotional Credit
i. Promotional credit is only eligible for the specific services designated by PRO242. Promotional credit is valid for a limited time only and expires on the date indicated when you receive the applicable promotional credit. Failure to use promotional credit before such expiration date will result in the forfeiture of promotional credit. PRO242 reserves the right to cancel promotional credit at any time. No refunds will be granted for any expired or canceled promotional credit.
ii. PRO242 promotional credit has no intrinsic value, is not redeemable for cash, has no cash value, and serves merely as a means to recognize and provide an incentive to use the PRO242 Platform. Promotional credits may not be purchased for cash and PRO242 does not sell promotional credit. Promotional credit is nonrefundable.
iii. Promotional credits will not be applied against any sales, use, gross receipts or similar transaction based taxes that may be applicable to you, and/or fees or charges for use of any ineligible services.
iv. Your PRO242 account will be billed for all fees and charges for use of any ineligible services. Each promotional credit can only be used once and your PRO242 account will be billed for all fees and charges for use of any eligible service in excess of the amount of available promotional credit.
v. Promotional credit you receive is personal to you. You may not sell, license, rent, or otherwise transfer promotional credit. Promotional credit may be applied only to your account, and may not be applied to any other account.
c. Referral Credits.
In the event that you are given a code through which you may refer a friend to the PRO242 Platform in exchange for a referral credit, you shall not use any online marketing or advertising to promote such code or to artificially increase the amount of credits awarded. By way of example, you may not post, or cause, request or permit a third party to post any such code on a coupon website, nor use any paid search marketing, online advertising, forum posting, newsgroup posting or bulk email to disseminate such code. You may only share such code with your personal friends and acquaintances for legitimate referral purposes, as determined by us in our sole discretion. PRO242 referral credits are redeemable only for Professional Services. PRO242 referral credits have no cash value and are not redeemable for cash unless otherwise required by law. Without limiting our other rights and remedies, we may terminate such code and/or your account for any breach of this Section. For questions or additional information, contact us at www.pro242.com/help.
d. Vouchers.
i. PRO242 vouchers or promotional codes for special offers or discounts ("Vouchers") may be available and can be used to pay in part or in full for Professional Services.
ii. You agree that you will only use one Voucher per person and will use Vouchers in accordance with the Voucher terms and conditions.
iii. You agree that you will comply with all Voucher terms and conditions.
iv. Use of Vouchers is further subject to the below terms and conditions regarding Gift Cards e. Gift Cards
i. PRO242 Gift Cards ("Gift Cards") are redeemable only for Professional Services. Gift Cards have no cash value and are not redeemable for cash unless otherwise required by law.
ii. Gift Cards must be presented at the time of purchase and any available balance will be applied to your purchase.
iii. Gift Cards do not expire and there are no inactivity, dormancy or service fees associated with Gift Cards.
iv. You agree that you will comply with all Gift Card terms and conditions.
v. Gift Cards are not replaceable if lost or stolen, and cannot be combined with any other Gift Cards, Vouchers, gift certificates, or other coupons.
vi. Gift Cards cannot be used for previous purchases, credits, or the purchase of Gift Cards, and cannot be used to make a payment towards third party items the balance on a credit card.
vii. We reserve the right to limit quantities of Gift Cards purchased by any person or entity and to cancel a Gift Card if we believe that the Gift Card was obtained through fraudulent or unauthorized means. Specifically, you may not purchase or obtain more than $10,000 in Gift Card value in any one day regardless of location, whether on a single Gift Card or multiple Gift Cards. Moreover, you may not purchase or obtain any one Gift Card with a value of more than $2,000 in any one day.
viii. No credit card, credit line, overdraft protection, or deposit account is associated with your Gift Card. Unused Gift Card balances are not transferable, and you may not sell a Gift Card or otherwise barter for its exchange although you may give a Gift Card to someone else as a gift.
ix. A Gift Card is void if copied, altered, transferred, purchased or sold. x. Purchases of Gift Cards are final and not refundable. All sales are final
xi. We reserve the right to correct the balance of a Gift Card if we believe that a billing error has occurred, and we disclaim all liability for any such billing errors.
xii. Gift Cards and their use are subject to this Agreement (including the Privacy Policy) and use of a Gift Card constitutes acceptance thereof. Applicable terms and conditions are subject to change without notice. If the laws pertaining to a Gift Card require additional or different terms and conditions, then such terms and conditions shall apply. For questions or additional information, contact us at www.pro242.com/help.
xiii. In the event you do not use your Gift Card for a certain period of time, we may be required to turn over the remaining Gift Card balance to a city under such city's unclaimed or abandoned property law. Although your Gift Card does not expire, if we are obligated to turn over the remaining balance of your Gift Card under a city's unclaimed property law, by operation of law we will be released from any further liability or obligation with respect to your Gift Card and you may be required to contact the city's unclaimed property administrator to attempt to recover your unused Gift Card balance. To protect your right to continue to use your remaining Gift Card balance, we will make reasonable efforts to exempt your Gift Card from city unclaimed property laws.
10. Intellectual Property Rights. The PRO242 Platform, and the information, data, content and materials, which it contains ("PRO242 Materials"), are the property of PRO242 and/or its affiliates and licensors, excluding User-generated content, which PRO242 has a right to use as described below. The PRO242 Materials are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions, and other intellectual property laws. PRO242 and/or its affiliates and licensors are and shall continue to be the sole and exclusive owner of all right, title and interest in and to all intellectual property rights associated with the PRO242 Materials. Any use of PRO242 Materials, other than as expressly permitted herein, is prohibited without the prior permission of PRO242 and/or the relevant right holder. The service marks and trademarks of PRO242, including without limitation PRO242book.com, pro242.com and the PRO242logo are service marks owned by PRO242. Any other trademarks, service marks, logos and/or trade names appearing on the PRO242 Platform are the property of their respective owners. You may not copy or use any of the marks, logos or trade names appearing on the PRO242 Platform without the express prior written consent of the owner.
11. Copyright Complaints and Copyright Agent. PRO242 respects the intellectual property of others, and expects Users to do the same. PRO242 will respond to properly submitted notices of alleged copyright infringement that comply with applicable law. In the event that a person or entity has a good faith belief that any materials provided on or in connection with the PRO242 Platform infringe upon that person's or entity's copyright or other intellectual property right (such person or entity, a "Complainant") and sends to PRO242 a properly submitted copyright notice as indicated below, PRO242 will investigate, and if it determines, in its discretion, that the material is infringing, PRO242 will remove the content and may terminate the access of the User who posted such content to the PRO242 Platform in the case of repeat infringers. All notices claiming an infringement of copyright rights must contain the following:
(i) Identification of the intellectual property right that is allegedly infringed. All relevant registration numbers, or a statement concerning the Complainant's ownership of the work, should be included.
(ii) A statement specifically identifying the location of the infringing material, with enough detail that PRO242 may find it on the PRO242 Platform. Please note: it is not sufficient to merely provide a top level URL.
(iii) The complete name, address, telephone number and email address of Complainant. (iv) A statement that Complainant has a good faith belief that the use of the allegedly infringing material is not authorized by the owner of the rights, or its agents, or by law.
(v) A statement that the information contained in the notification is accurate, and under the penalty of perjury, Complainant is authorized to act on behalf of the owner of the copyright or other property rights that are allegedly infringed; (vi) A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property rights that are allegedly being infringed.
Email: [email protected]
a. The PRO242 Platform may allow you to access our services, download our Apps, upload content to the PRO242 Platform, and receive messages on your mobile device (collectively "Mobile Features"). Your mobile device carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your mobile device carrier or mobile device. In addition, your mobile device carrier may charge you for standard messaging, data, and other fees to participate in Mobile Features. We have no responsibility or liability for any fees or charges you incur when using the Mobile Features. You should check with your mobile device carrier to find out whether any fees or charges will apply, what plans are available and how much they cost. You should also contact your mobile device carrier with any other questions regarding these issues.
b. You acknowledge that your use of the Apps is subject to any terms set forth in the terms of service of the third party providing the mobile device on which the App operates (e.g., Apple iOS or Android).
c. PRO242 is not liable if you do not have a compatible mobile device or if you download the wrong version of an App for your mobile device. PRO242 reserves the right to terminate the use of the Apps or any other aspect of the PRO242 Platform should you be using the Apps or the PRO242 Platform with an incompatible or unauthorized device.
d. App Store Sourced Application.
(i) With respect to Apps accessed through or downloaded from the Apple App Store ("App Store Sourced Application"), you will use the App Store Sourced Application only:
(i) on an Apple-branded product that runs iOS (Apple's proprietary operating system software); and
(ii) as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service. PRO242 reserves all rights in and to the Apps not expressly granted to you under this Agreement.
(ii) You acknowledge and agree that
(i) this Agreement is valid between you and PRO242 only, and, that Apple is not a party to this Agreement other than as third-party beneficiary as contemplated below, and
(ii) PRO242, not Apple, is solely responsible for the App Store Sourced Application and the PRO242 Platform Content.
(iii) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or support services to you with respect to the App Store Sourced Application.
(iv) To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the App Store Sourced Application.
(v) Notwithstanding anything to the contrary herein, and subject to the terms in this Agreement, you acknowledge that, solely as between Apple and PRO242, PRO242 and not Apple is responsible for addressing any claims you may have relating to the App Store Sourced Application, or your possession and/or use thereof, including, but not limited, to:
(i) product liability claims,
(ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and
(iii) claims arising under consumer protection or similar legislation.
(vi) Further, you agree that if the App Store Sourced Application, or your possession and use of the App Store Sourced Application, infringes on a third party's intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.
(vii) You acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement for App Store Sourced Applications, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement for App Store Sourced Applications against you as a third-party beneficiary thereof.
(viii) Without limiting any provisions of this Agreement, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.
Upon signing up to use the PRO242 Platform, Requesters will be eligible to receive Spot Rewards and other special offers, from time to time. The number, type and frequency of Spot Rewards are based on a number of factors, each of which are subject to change, without notice. Those factors may include, without limitation, volume of bookings, number of visits and frequency of visits to our website, interaction with our website or the nature of your purchases. Spot Rewards are rewards issued on a periodic basis for promotional purposes.
Spot Rewards may appear with different descriptions from time to time. The Spot Rewards may include PRO242 credits, third-party gift cards and are subject to change. Such rewards are provided in PRO242’s sole and absolute discretion, may be offered for a limited time, while supplies last, and provided on a first-come, first-served basis. Quantities of each reward are limited and you must have a valid account in order to redeem spot reward offers. Spot Rewards have no intrinsic value, are promotional in nature, have no cash value, may have certain restrictions including expiration dates and short, time-limited redemption periods, and serve merely as a means to recognize and reward Requestors using the PRO242 Platform. Spot Rewards are personal to you and cannot be shared, copied or transferred. Spot Rewards are nonrefundable and non-exchangeable between accounts. Each Spot Reward can only be redeemed once. Your account will be billed for all fees and charges for use of any Professional Services in excess of the amount of available Spot Reward.
You must be signed in to your account to be eligible to earn Spot Rewards. Spot Rewards applied from any single qualifying purchase or activity may only be credited to your account. It may take twenty-four (24) hours or more for your account to be credited. PRO242 shall not be responsible for, or liable to, you, or any person or entity, in any way for any losses, costs or expenses incurred by a delay, error or omission in crediting a qualifying purchase or activity to your account. PRO242 is not responsible for lost, stolen or damaged rewards or taxes incurred in connection with the rewards. Spot Reward may not be used in conjunction with any other promotional or incentive offer from PRO242 or any of its affiliates. Spot Reward are void in the event of fraud, misuse, or violation of any terms of the Agreement, or if sold for cash or other consideration. Some rewards may only be available to residents of a certain city. PRO242 reserves the right to change, modify or update its Spot Reward and the qualifying purchases and activities from time to time without notice. Spot Reward may be subject to additional terms; read each offer carefully for specific details, limitations and restrictions. Failure to use Spot Reward spot before such expiration date will result in the forfeiture of the Spot Reward. PRO242 reserves the right to cancel Spot Reward at any time. No refunds will be granted for any expired or canceled Spot Reward.
Lockbox
a.Use of Lockbox. PRO242 sources or provides lockboxes to eligible Users based on geography and booking appointment history. However, PRO242 is only sourcing or providing Users with lockboxes. PRO242 has no information about the lockbox codes except for the information inputted by User via the PRO242 Platform at User’s option. PRO242 strongly recommends changing the lockbox code after each service. User assumes full responsibility for changing the lockbox code after each service and protecting the identity of the lockbox code from third-parties. User further covenants and agrees that you will not misuse or abuse the lockbox in anyway.
b.No Control. Once User acquires possession of the lockbox, PRO242 has no immediate or direct physical control over the use of the lockbox and assumes no liability for lockbox failure, or any delays caused by lockbox failure or consequential damages.
c.Key Access. For your security, PRO242 depends on User to provide and maintain accurate access inputs via the PRO242 Platform and will only reveal those inputs to Professionals who claim User's bookings appointments. Once your key is placed in the lockbox, you agree that your key may be accessed only by you and/or a Professional. You agree that you will not provide lockbox codes and/or access to any third-parties.
d.Permitted and Prohibited Uses.User agrees to only use the lockbox for lawful purposes. You agree to use the lockbox only in a manner consistent with any and all applicable laws, regulations, and PRO242’s policies and procedures. PRO242 reserves the right to investigate and take action against any User who, in PRO242’s sole discretion, violates this provision. Such action may include, without limitation, removing User from the PRO242 Platform.
PRO242 Vault
PRO242 utilizes KeyCafe, a third-party service, to store a User's key(s). By opting in and agreeing to use PRO242 Vault, User agrees (i) to provide PRO242 with a copy of his or her key(s), (ii) allow PRO242 to store User's key(s) in a KeyCafe kiosk, (iii) to allow PRO242 to share information with KeyCafe pertaining User's key(s), (iv) that User will not have access to his or her key(s) through KeyCafe by participating in PRO242 Vault, and (v) that PRO242 employees and Professionals will have ongoing access to User's key(s). User acknowledges and agrees that PRO242 is not responsible for the loss of User's key(s) during the use of PRO242 Vault. Upon request through PRO242's Help Center at www.pro242.com/help PRO242 will mail User's key(s) back within 14 days.
We reserve the right in our sole discretion to review, improve, modify or discontinue, temporarily or permanently, the PRO242 Platform or any content or information on the PRO242 Platform with or without notice. We will not be liable to any party for any modification or discontinuance of the PRO242 Platform.
The term "Confidential Information" shall mean any and all of PRO242's trade secrets, confidential and proprietary information, personal information and all other information and data of PRO242 that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. The PRO242 Platform contains secured components that are accessible only to those who have been granted a username and password by PRO242. Information contained within the secure components of the PRO242 Platform is confidential and proprietary. You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of PRO242 and agree that you will not use Confidential Information other than as necessary for you to make use of the PRO242 Platform as expressly permitted by this Agreement and only during the term of this Agreement. You will not disclose or transfer (or seek to induce others to disclose or transfer) any Confidential Information for any purpose. You shall promptly notify PRO242 in writing of any circumstances, which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall implement reasonable technical, physical and administrative safeguards to protect Confidential Information from loss or theft, as well as unauthorized access, disclosure, copying, transfer, modification or use. You shall return all originals and any copies of any and all materials containing Confidential Information to PRO242 upon termination of this Agreement for any reason whatsoever.
a.USE OF THE PRO242 PLATFORM IS ENTIRELY AT YOUR OWN RISK.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PRO242 PLATFORM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER PRO242 NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE PRO242 PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO ANY CONTENT AVAILABLE IN OR THROUGH THE PRO242 PLATFORM; NOR DO THEY MAKE ANY WARRANTY AS TO ANY PROFESSIONAL'S REGISTRATION, PROFESSIONAL ACCREDITATION OR LICENSE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRO242 PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, QUALITY, SUITABILITY, SAFETY, COMPLETENESS OR CONTENT OF THE SERVICES, PROFESSIONAL SERVICES, ANY PRODUCTS, MERCHANDISE, CONTENT, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE PRO242 PLATFORM OR THIS AGREEMENT. ACCESS TO THE PRO242 PLATFORM IS PROVIDED FREE OF CHARGE AS A COURTESY. NEITHER PRO242 NOR ITS AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PRO242 PLATFORM (INCLUDING BUT NOT LIMITED TO THE CONDUCT OF ANY REQUESTERS OR PROFESSIONALS). NEITHER PRO242 NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE PRO242 PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. PRO242 AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY INFORMATION, PERSONAL OR OTHERWISE, SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
b. NO LIABILITY. YOU AGREE NOT TO HOLD PRO242, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS (COLLECTIVELY, "MEMBERS") LIABLE FOR ANY DAMAGES, EXPENSES, LOSSES, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, "LIABILITIES") THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE THE PRO242 PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT, ACTS OF PHYSICAL VIOLENCE, AND LOSS OR DESTRUCTION OF PERSONAL PROPERTY), SERVICES, ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY PRO242 OR MEMBERS, AND ANY DESTRUCTION OF YOUR INFORMATION. UNDER NO CIRCUMSTANCES WILL PRO242 OR MEMBERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PRO242 PLATFORM OR ANY PROFESSIONAL SERVICES OR MERCHANDISE, EVEN IF SUCH PARTIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. EXCEPT AS EXPRESSLY PERMITTED UNDER THE TERMS OF THE PRO242’S HAPPINESS GUARANTEE, UNDER NO CIRCUMSTANCES WILL PRO242 OR MEMBERS BE LIABLE FOR ANY DIRECT DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PRO242 PLATFORM OR ANY PROFESSIONAL SERVICES OR MERCHANDISE, EVEN IF SUCH PARTIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. PRO242 AND MEMBERS DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED IN CONNECTION WITH THE PRO242 PLATFORM, THE PROFESSIONAL SERVICES, THE MERCHANDISE OR THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT PRO242 OR MEMBERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LESSER OF (1) TOTAL FEES PAID BY YOU TO PRO242 DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE. OR (2) THE AMOUNT EXPRESSLY PERMITTED UNDER THE PRO242 HAPPINESS GUARANTEE AS SET FORTH IN SECTION 3(d). c.RELEASE. PRO242 AND MEMBERS EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF THE PRO242 PLATFORM. THE PRO242 PLATFORM IS ONLY A VENUE FOR CONNECTING USERS. TO THE EXTENT THAT THE PRO242 PLATFORM CONNECTS A USER TO A THIRD PARTY PROVIDER FOR THE PURPOSES OF PROVIDING OR OBTAINING MERCHANDISE HEREUNDER, PRO242 WILL NOT BE RESPONSIBLE FOR ASSESSING THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTY PROVIDERS AND YOU EXPRESSLY WAIVE AND RELEASE PRO242 FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD PARTY SERVICE PROVIDER. BECAUSE PRO242 IS NOT INVOLVED IN THE ACTUAL CONTACT BETWEEN USERS OR IN THE COMPLETION OF ANY PROFESSIONAL SERVICE, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE PRO242 AND MEMBERS FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL, DIRECT OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE CITY OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER CITY), WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." d.ADDITIONAL DISCLAIMER. THE QUALITY OF THE PROFESSIONAL SERVICES AND/OR THE MERCHANDISE SCHEDULED, REQUESTED OR OBTAINED THROUGH THE USE OF THE PRO242 PLATFORM IS ENTIRELY THE RESPONSIBILITY OF THE PROFESSIONAL WHO ULTIMATELY PROVIDES SUCH PROFESSIONAL SERVICES TO YOU AND/OR THE THIRD PARTY MERCHANDISE PROVIDER OR MANUFACTURER. YOU UNDERSTAND, THEREFORE, THAT BY USING THE PRO242 PLATFORM, YOU MAY BE EXPOSED TO PROFESSIONAL SERVICES AND/OR MERCHANDISE THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE PRO242 PLATFORM, AND SUCH PROFESSIONAL, AT YOUR OWN RISK. NOTHING IN THIS AGREEMENT OR THE PRO242 PLATFORM CONSTITUTES, OR IS MEANT TO CONSTITUTE, ADVICE OF ANY KIND. IF YOU REQUIRE ADVICE IN RELATION TO ANY LEGAL, FINANCIAL OR MEDICAL MATTER YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL. BY USING THE PRO242 PLATFORM, YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE REASONABLE. IF YOU DO NOT BELIEVE THEY ARE REASONABLE, YOU MUST NOT USE THE PRO242 PLATFORM.
YOU ACCEPT THAT, AS A CORPORATION, PRO242 HAS AN INTEREST IN LIMITING THE PERSONAL LIABILITY OF ITS OFFICERS, DIRECTORS AND EMPLOYEES. YOU AGREE THAT YOU WILL NOT BRING ANY CLAIM PERSONALLY AGAINST PRO242'S OFFICERS, DIRECTORS OR EMPLOYEES IN CONNECTION WITH ANY DISPUTE, LOSS OR DAMAGE. WITHOUT PREJUDICE TO THE FOREGOING, YOU AGREE THAT THE LIMITATIONS OF WARRANTIES AND LIABILITY SET OUT IN THIS AGREEMENT WILL PROTECT THE PRO242'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS AND SUB-CONTRACTORS AS WELL AS PRO242.
EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
You hereby agree to indemnify, defend, and hold harmless PRO242, its licensors, and each such party's directors, officers, parent organizations, subsidiaries, affiliates, members, employees, agents, attorneys, independent contractors and vendors from and against any and all claims, losses, expenses, liabilities, damages or demands (including attorneys' fees and costs incurred), in connection with or resulting from, directly or indirectly: (i) your use or misuse of or inability to use the PRO242 Platform, any Merchandise and/or any Professional Service, (ii) your violation of this Agreement, (iii) your violation of any applicable law or regulation; (iv) your violation of the rights of another (including but not limited to Professionals), and (v) Your Information and content that you submit or transmit through the PRO242 Platform. PRO242 reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any such claim or matter without the prior written consent of PRO242.
a.Informal Negotiations. To expedite resolution and reduce the cost of any dispute, controversy or claim, past, present, or future, between you and PRO242, including without limitation any dispute or claim related to or arising out of this Agreement ("Dispute"), you and PRO242 may attempt to negotiate any Dispute informally (the "Informal Negotiations") before initiating any arbitration or court proceeding. Such Informal Negotiations will commence upon written notice. Your address for any notices under this section is your email address and/or physical address that you have provided to PRO242. PRO242's address for such notices is: [email protected].
b.Arbitration. If a Dispute is not resolved through Informal Negotiations, you and PRO242 agree to resolve any and all Disputes (except those Disputes expressly excluded below) through final and binding arbitration ("Arbitration Agreement"). This Arbitration Agreement shall be governed by the Federal Arbitration Act and evidences a transaction involving commerce. The arbitration will be commenced and conducted before a single arbitrator under the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website (www.adr.org). Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If you are unable to pay such costs, PRO242 will pay all arbitration fees and expenses. Each party will pay the fees for his/her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The arbitrator will make a decision in writing. Additionally, the arbitrator, and not any federal, city, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. However, the preceding sentence shall not apply to the "Class Action Waiver" described in Section d below.
c.Excluded Disputes. You and PRO242 agree that the following Disputes are excluded from this Arbitration Agreement: (1) any Dispute seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights; (2) individual claims in small claims court; (3) any claim that an applicable federal statute expressly citys cannot be arbitrated; and (4) any claim for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this Arbitration Agreement may be rendered ineffectual.
d.WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION. You and PRO242 agree to bring any Dispute in arbitration on an individual basis only, and not as a class or collective action. There will be no right or authority for any Dispute to be brought, heard or arbitrated as a class or collective action ("Class Action Waiver"). Regardless of anything else in this Arbitration Agreement and/or the applicable AAA Rules or AAA Consumer Rules, the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.
e.Rules/Standards Governing Arbitration Proceeding. A party who wishes to arbitrate a Dispute covered by this Arbitration Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the Dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The location of the arbitration proceeding shall take place in the city or county where you reside, unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator's decision/award.
f.Severability. You and PRO242 agree that if any portion of this section entitled "Mutual Arbitration Agreement" is found illegal or unenforceable, that portion will be severed and the remainder of this section 19 will be given full force and effect.
Except for the Arbitration Agreement in Section 19, which is governed by the Federal Arbitration Act and except as may be prohibited by the law of the city in which you primarily reside, this Agreement is governed and interpreted pursuant to the laws of the city of New York, United States of America, notwithstanding any principles of conflicts of law. For all Disputes not subject to arbitration, You agree to submit to the personal and exclusive jurisdiction and venue of the courts located within the county of New York, New York.
This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments:
(i) to a parent or subsidiary,
(ii) to an acquirer of assets, or
(iii) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement shall inure to the benefit of permitted successors and assigns.
All provisions that should by their nature survive the expiration or termination of this Agreement, including without limitation, Sections 8, 10 and 14-24, shall so survive. No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement. A failure by us to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the entire agreement between you and PRO242 with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement. You agree that regardless of any statute or law to the contrary, any Dispute, claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such Dispute, claim or cause of action arose or be forever barred. All notices provided by a party in connection with this Agreement will be deemed given as of the day they are received either by email, messenger, delivery service, or in the U.S. Mail, postage prepaid, certified or registered, return receipt requested, and addressed as follows: Your address for such notices is your email address and/or physical address that you have provided to PRO242. PRO242's address for such notices is: [email protected] and/or by mail to PRO242 Technologies, Inc., Attn: Legal, PO Box # 1122, New York, NY 10159. The captions in this Agreement are solely for convenience and shall not affect the interpretation of this Agreement. This Agreement shall not be modified except in writing signed by both parties or by means of a new posting by PRO242, as described below. This Agreement shall be interpreted as if jointly drafted by the parties. PRO242 shall have no liability to you for any failure or delay in performing its obligations in this Agreement where such failure or delay is caused by an event or circumstance beyond PRO242's reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, failure of Professionals to perform, flood, fire, explosion, acts of terrorism or accident.
I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THESE TERMS OF USE AND PRIVACY POLICY, AND AGREE THAT MY USE OF THE PRO242 PLATFORM IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Last updated: April12, 2018
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