These Terms of Service constitute an agreement ("Agreement") between you ("you", "your", "user" or "Customer") and ProQuoter, DBA ("ProQuoter", "us", "we" or "our") for cloud based quoting services and any related products or services ("Services"). Any of the following actions constitute your agreement, without limitation or qualification, to be bound by, and to comply with, the terms of this Agreement: (i) your initialization or registration of the Services, either on the telephone or through the ProQuoter website (proquoter.com) or through any of the ProQuoter subdomains (e.g. www.proquoter.com, portal.proquoter.com, proquoter.chargebeeportal.com, or app.proquoter.com) (the ProQuoter website and subdomains are collectively referred to herein as, the "Site"); or (ii) through the use of your Account and Password (defined below); or (iii) your use of the Site.
Cliff Notes Version:
Below is the instruction manual for this document. You may have already agreed to these terms.
All Materials (defined below), Services, Accounts and content, including but not limited to policy information, text, software, music, sound, photographs, video, graphics, the arrangement of text and images, commercially produced information, and other material contained on the Site or through the Services ("Content"), are provided by ProQuoter unless indicated otherwise. All intellectual property rights in the Materials, Content, Services and Accounts (including copyrights, trademarks, service marks, trade secrets and patents) are the property of ProQuoter. ProQuoter retains all copyrights in the individual pages, and their components, and collective works available at the Site.
The Materials, Content, Services and Accounts are copyrighted and are protected by federal and worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way without ProQuoter’s prior written permission.
Trademarks and copyrights including ProQuoter, and elements and the ProQuoter logo are the property of ProQuoter. All other names and trademarks are the property of their respective holders.
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Don't copy us, please. No one likes a copycat.
This is a license, not a transfer of title, and is subject to the following restrictions: unless you receive prior written consent from us and unless you receive any required regulatory approvals, you may not: (a) modify the Materials, Content, Services or Accounts or use them for any commercial purpose or any public display, performance, sale or rental; (b) decompile, reverse engineer, or disassemble software, Materials, Content, Services or Accounts; (c) remove any copyright or other proprietary notices from the Materials, Content, Services or Accounts; (d) unless otherwise provided herein, transfer or resell the Materials, Content, Services or your Account to another person. You agree to prevent any unauthorized copying of the Materials, Content, Services and Accounts.
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You can't be us.
The term of this Agreement begins on the date we activate Services for your Account. This Agreement will continue from month to month until terminated by either party pursuant to the terms hereof.
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This agreement is active until you break up with us or we break up with you.
Your submission of your order on the Site or receipt of an email confirmation signifies acceptance by ProQuoter of your order and the provision of your Account. ProQuoter may verify orders to prevent fraud. Should ProQuoter suspect the placement of a fraudulent order (even after you have received an email confirmation of acceptance of your order and the provision of your Account), ProQuoter may contact you by email or telephone regarding such suspected fraudulent order and, in sole discretion, interrupt, restrict or terminate your Account without notice to you by ProQuoter.
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To prevent fraud, we can cancel any account that looks really fishy to us. We'll try to contact you before doing that.
You represent and warrant that you are at least 18 years of age or the applicable state age of majority and that you possess the legal right and ability to enter into this Agreement. You agree not to use the Materials, Content, Services and your Account for any unlawful or abusive purpose or in any way, which interferes with our ability to provide Services to our customers, or damages to our property.
Certain pages on the Site or the access to the Services and/or your Account may be accessed only by use of a Password. You are solely responsible for all uses of the Site and/or the Services and/or your Account with your Password. You should change your Password once each month. If your Services or Accounts are fraudulently used, you agree to immediately notify us of such unauthorized use. We have the right to interrupt, restrict or terminate Services to your Account, without notice to you, if we suspect fraudulent or abusive activity. You agree to cooperate with us in any fraud investigation and to use any fraud prevention measures we prescribe. If we suspect fraud or abuse on your account we reserve the right not to refund some or all of your charges.
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Let us know immediately if you've been hacked so we can prevent further fraudulent stuff from happening. And so we don't blame you...
Use of the Services requires a computer and Internet access connected through an Internet Service Provider with a web browser (for example, Apple Safari or Microsoft Internet Explorer).
You agree to keep your username and password and any other security or access information (collectively, "Access Information") confidential to prevent unauthorized access to your account(s) and to prevent unauthorized use of the Services. We recommend that you memorize your Access Information and do not write it down. You agree not to give or make available your Access Information to any unauthorized individual.
If you believe the security of your Access Information has been compromised in any way (for example, your password has been lost or stolen, someone has attempted to use the Services under your user name without your consent or your accounts have been accessed without your permission), you must notify us immediately at privacy@proquoter.com
We reserve the right, to deny your access to the Services or any part thereof, in order to maintain or restore security or performance to the ProQuoter Site or any other ProQuoter Sites and systems. We may also do so if we reasonably believe you are in breach of this Agreement or your Access Information has been or may be obtained or is being used or may be used by an unauthorized person(s). ProQuoter is not responsible for any lost quotes due to Internet down time. Each User’s experience is subject to their ISP’s speed and availability. Moreover, the End User is responsible to double check pricing matrices, as well as update said matrices based on the User’s preference.
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Let us know if something looks funky, but try and protect your password as if it were your most prized possession.
ProQuoter offers a free version of our product up to 10 Quotes per month. All terms and conditions within this agreement apply during the free version. You will not have to enter any information until you reach the maximum 10 quotes per month. After 10 Quotes you will be asked to upgrade your subscription to a paying version. You cannot go back to the free version once you upgrade to a paying version. If you choose not to, you must wait until the month resets. You will still be a ProQuoter member until you cancel your Account.
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WE'RE FREE. MIC DROP!
ProQuoter offers a paid subscription for membership. ProQuoter may charge initiation fees and additional fees for optional features, add-ons, and other added products and Services. Such fees are posted on the Site. ProQuoter reserves the right to change its pricing and/or billing practices in its sole discretion. ProQuoter may introduce new products and Services at special introductory pricing. Introductory pricing may change at discretion by ProQuoter. Service plans are charged once a month at the rate you choose to sign up for. Customers with past due balance on previous or multiple accounts will be charged the full balance due upon opening a new account or updating their credit or debit card on file.
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ProQuoter costs money.
Credit or debit cards will automatically be billed monthly and no additional notice or consent will be required for billings to that credit or debit card or account. You will advise us of any changes to your credit or debit card account, such as account number, billing address, or expiration date changes. Notice of any disputes must be in writing and received by us at our address within thirty (30) days after the invoice date or you will waive any objection. All "linked" payment processing accounts with third parties (such as PayPal or Authorize.net) will appear in your ProQuoter profile on the ProQuoter Site, and you will be able to view at least certain summary information for all such accounts. ProQuoter uses a third party merchant to bill our users and ProQuoter is not responsible for any actions of third party. Third party may have there own terms to agree too.
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We collect that money from you on a regular basis
Your membership with ProQuoter is a month-to-month recurring membership with no contract. You may cancel at any time. ProQuoter bills your account using the credit card you provided at the beginning of your monthly billing cycle. Amounts paid are not refundable. Subscriptions to ProQuoter are pre-paid. To cancel your account, simply click on the Settings tab, and then click on Subscription Portal. You'll see a link that says "Cancel this Subscription" at the bottom of the page. Click the "Cancel this subscription" link and then follow the steps to complete your account cancellation. Before you close your account, you should know: Data for a cancelled account is retained for thirty days - if you reconsider, contact us and we'll gladly reactivate your account. Before continuing, you may wish to download your relationships in vCard format and print important documents, such as contracts and/or invoices. Client-facing portions of the application, including contact form integrations, public pricing, online quoting, stored quotes, API installation, pricing matrices, and mobile quoting will be immediately unavailable. If you choose to cancel at the end of your billing cycle, your account will remain active until the close of your current billing cycle.
Cliff Notes Version:
Unless either of us decides to cancel the account, and even then, you still have to pay us what is owed. It's only fair.
Please note that allowing the credit card on file to expire or decline will result in automatic suspension of your account after a period of 5 weeks. You will no longer have access to your ProQuoter account. We will send notices to the email on record if a card is declined.
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If the credit card on file is expired, we will know. We know all.
We reserve the right to terminate this Agreement and your access to the Services, in whole or in part, at any time and for any reason.
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We have the power to terminate.
ProQuoter reserves the right, at any time, to change its prices and billing methods for Materials, Content, Services and Accounts, effective immediately upon posting on the Site or by e-mail delivery to you.
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If we change prices, we'll notify you by email or public notice.
We may amend or modify this Agreement from time to time, but any such change (a) will be made in good faith, and (b) if significant (as determined in the sole discretion of ProQuoter), will only be made after first providing you with notice of the change. You can review the most current version of this Agreement at any time at our Site (ProQuoter.com) If you do not agree to a significant change, you may terminate this Agreement by giving us written notice within 15 days of receipt of our notice of such significant change. No hand-marked changes on this Agreement or any amendment by you will be valid unless we accept the changes in writing. Delivery by facsimile transmission (fax) of a copy of a modification of this Agreement shall be effective as delivery of an original.
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If we make big changes to this document we'll let you know and you'll have a chance to terminate the agreement.
We may assign all or part of our rights or duties under this Agreement in connection with a sale of all or substantially all the assets of ProQuoter to a third party without notice to you; provided any such third party shall be obliged to honor the terms of this Agreement. You may not assign this Agreement without our prior written consent.
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If we sell the company, the buyer takes our place in this agreement.
THE MATERIALS, CONTENT, SERVICES AND ACCOUNTS ARE PROVIDED "AS IS." WE MAKE NO WARRANTIES REGARDING THE MATERIALS, CONTENT, SERVICES AND ACCOUNTS WHATSOEVER AND DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE. WE DO NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties. If you rely on the representations or warranties of any third persons with respect to the Services (including without limitation by dealers or resellers of the Services) beyond those made by ProQuoter, your sole remedy for such reliance is against the third person making such representation or warranty.
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Pro Quoter makes no Guarantees.
IN NO EVENT SHALL PROQUOTER, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF OR RELATING TO (i) YOUR INABILITY TO USE THE MATERIALS, CONTENT, SERVICES OR ACCOUNTS; (ii) YOUR MISUSE OF THE MATERIALS, CONTENT, SERVICES OR ACCOUNTS; (iii) NONPERFORMANCE OR A FAILURE OF THE SERVICES CAUSED BY ACTS OR OMISSIONS OF ANOTHER SERVICE PROVIDER, (iv) EQUIPMENT OR SOFTWARE FAILURE OR MODIFICATION; (v) TELECOMMUNICATIONS OR COMPUTER EQUIPMENT FAILURES, OR (vi) ACTS OF GOD, OR OTHER CAUSES BEYOND OUR REASONABLE CONTROL. THE FOREGOING SHALL APPLY EVEN IF PROQUOTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROQUOTER ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SITE, MATERIALS, CONTENT, SERVICES AND ACCOUNTS (1) WILL BE UNINTERRUPTED OR ERROR FREE; (2) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS; (3) IS SECURE; OR (4) WILL MEET YOUR SATISFACTION. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SITE, MATERIALS, CONTENT, SERVICES AND ACCOUNT. IN NO EVENT SHALL PROQUOTER, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER BE LIABLE FOR INJURIES TO PERSONS OR PROPERTY ARISING FROM USE OF THE SERVICES, OR ANY EQUIPMENT USED IN CONNECTION WITH THE SERVICES. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, PROQUOTER SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND PROQUOTER AGREE THAT IN NO EVENT SHALL LIABILITY OF PROQUOTER TO YOU FOR ANY REASON EXCEED OUR SERVICE CHARGES DURING THE AFFECTED PERIOD GIVING RISE TO SUCH LIABILITY. PROQUOTER IS ALSO NOT RESPONSIBLE FOR PRE-LOADED PRICING OR MATRICES. OUR PRODUCTS, PRINT AND SET UP COSTS ARE SET UP ON AVERAGE MARK UPS IN THE INDUSTRY. YOU HAVE THE RIGHT TO CHANGE AND USE, AS YOU FEEL COMFORTABLE. WE DO NOT ASSUME ANY RESPONSIBILITY FOR MISQUOTING OR IN PROPER USE OF THE PRODUCT. YOU AND PROQUOTER AGREE THAT THIS SECTION 17 OF THE AGREEMENT, "LIMITATION OF LIABILITY", IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND PROQUOTER. YOU ACKNOWLEDGE THAT, ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, PROQUOTER WOULD NOT PROVIDE THE SITE, MATERIALS, CONTENT, SERVICES, OR ACCOUNTS TO YOU. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
Cliff Notes Version:
So if bad things happen, we're not liable for the lost million-dollar contract that happened to call at that exact moment we had an outage. If we were liable, it wouldn't be for more than you've paid us for service. Otherwise that's just nuts.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS PROQUOTER, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, EXPENSES OR DAMAGES (INCLUDING ATTORNEYS' FEES), WHETHER KNOWN OR UNKNOWN, ARISING FROM, INCURRED AS A RESULT OF, OR IN ANY MANNER RELATED TO (A) YOUR USE OF THE SERVICES, (B) ANY OTHER PERSON'S USE OF ANY ACCOUNT OR PIN YOU MAINTAIN, REGARDLESS OF WHETHER SUCH USE IS AUTHORIZED BY YOU, OR (C) YOUR PROMISES OR STATEMENTS MADE IN THIS AGREEMENT. YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFECTIVENESS OF THE FOREGOING RELEASES. NOTWITHSTANDING THE FOREGOING, YOU SHALL NOT BE LIABLE FOR CLAIMS, EXPENSES OR DAMAGES ARISING FROM THE INTENTIONAL OR GROSSLY NEGLIGENT ACTS OF PROQUOTER OR ITS EMPLOYEES, AGENTS, CONTRACTORS OR REPRESENTATIVES. THIS INDEMNIFICATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
Cliff Notes Version:
We're not responsible if you break things and make a big mess using the ProQuoter service.
Either party shall be excused from any delay or failure in performance hereunder, other than the payment of moneys, caused by reason of occurrence or contingency beyond its reasonable control, including without limitation, acts of God, earthquake, fire, flooding, riots, terrorism, war or government requirements.
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Not even God can excuse you from paying us for the services we provide you.
Privacy Policy of ProQuoter is set forth on the Site (ProQuoter.com/PrivacyPolicy)
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See the Privacy Policy and stuff.
If necessary and in accordance with applicable law, ProQuoter will cooperate with local, state, federal, international and/or worldwide government authorities to protect this Site, Materials, Content, Services, Accounts, visitors, customers, ProQuoter, its parents, subsidiaries, affiliates and their respective members, managers, directors, officers, employees, stockholders and agents and operational providers, from the unauthorized use of this Site, Materials, Content, Services and Accounts.
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But we also have to do what the government tells us to lawfully do.
The linked sites are not necessarily under the control of ProQuoter and ProQuoter is not responsible for the content of any linked site or any link contained in a non-affiliated linked site. ProQuoter reserves the right to terminate any link or linking program at any time. ProQuoter has selected the links for your convenience. The selection or omission of links is not intended to endorse any particular companies or products. If you decide to access any of the third party sites linked to this Site, you do so entirely at your own risk. Any links to any portion of the Site shall be the responsibility of the linking party, and ProQuoter shall not be responsible for notification of any change in name or location of any information on the Site.
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Just because we link to a site, doesn't mean we are responsible for the site.
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through this Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. Pro Quoter from time to time may have joint deals with third parties and have a joint advertisement. YOU AGREE THAT PROQUOTER, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH DEALINGS OR AS A RESULT OF SUCH ADVERTISERS ON THE SITE.
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If you use a site or partner that we link to, any agreements between you and that other site are your business, not ours.
If any part of this Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties' original intent, and the remaining portions shall remain in full force and effect.
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If one part of this agreement is struck down in court, the other parts are still valid.
Except as otherwise provided in this Agreement, notices and other communications under this Agreement shall be in writing and shall be delivered, mailed by first-class mail, postage pre-paid or sent by facsimile or electronic mail, addressed, (a) if to you, at the address as kept in our files or at such other address as you shall have furnished to us in writing, or (b) if to us at 8645 Haven Ave. Unit 500. Rancho Cucamonga, CA 91730, attention Customer Support Department. Your notice must specify your name and Account. Each such notice, request or other communication shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, (ii) if sent by facsimile, when sent and receipt is telephonically confirmed or (iii) if given by any other means (including, without limitation, by air courier), when delivered at the address specified above. Oral notices shall be deemed effective on the date reflected in our records.
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You can notify us by email, fax or mail if you need to tell us something really important.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding that body of law applicable to conflicts of law.
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Proof that we like California.
You and ProQuoter agree that any suit, action or proceeding arising out of or relating to this Agreement shall be instituted only in a California state or federal court sitting in Los Angeles, California, United States of America. You and ProQuoter each waive any objection you or ProQuoter may have now or hereafter to the laying of the venue of any such suit, action or proceeding, and irrevocably submit to the jurisdiction of any such court in any such suit, action or proceeding.
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And we don't ever want to leave.
Gift Cards, Discount Cards, Partner Promotions and Coupons have no cash value and are valid only for the purchase of a new account from ProQuoter. If you subscribe to ProQuoter Service using one of these methods we will still collect credit card information from you and your card will be charged when your Account Charges exceed the discount value. This Charge will occur when the difference between your Account Charges and the discount value exceeds your account’s Threshold Amount or in the first regular billing cycle in which the difference exceeds $0, whichever comes first.
You hereby consent to ProQuoter publicizing the existence (but not the terms) of the relationship contemplated hereunder as a part of promotional and marketing activities from time to time by ProQuoter.
Cliff Notes Version:
We can't print money; we can only give you free service sometimes. If we do give you free service, we get to tell the world about how awesome we are, and how awesome you are for choosing us.