These terms and conditions create a contract (herein “Agreement”) between you and Pro Contractors Incorporated (herein “Pro Contractors Incorporated”). Please read this Agreement carefully. To confirm your understanding and acceptance of the Agreement, click “Agree.”

INTRODUCTION TO OUR SERVICES

This Agreement governs your use of Pro Contractors Incorporated services through which you can buy, rent or subscribe to the services (herein “Services”), and other Pro Contractors Incorporated services (herein “Services”). Our Services are available for your use in your country of residence (herein “Home Country”). To use our Services, you need compatible hardware, software (latest version recommended and sometimes required) and possibly Internet access (fees may apply). Our Services’ performance may be affected by these factors.

USING OUR SERVICES, PAYMENTS, TAXES, AND REFUNDS

You can contract our Services for free estimate or for a charge of services as listed on your contract, either of which is herein referred to as a “Transaction.” Each Transaction is an electronic contract between you and Pro Contractors Incorporated, and/or you and the entity, subcontractor providing the Products or Services. 

Manage your password settings at any time by following these instructions as listed when you log in. Pro Contractors Incorporated will charge your payment method (such as your credit card, debit card, gift card/code, or other method available in your Home Country) for any paid Transactions, including any applicable taxes. If Pro Contractors Incorporated cannot charge your payment method for any reason (such as expiration or insufficient funds), you remain responsible for any uncollected amounts, and Pro Contractors Incorporated will attempt to charge the payment method as you may update your payment method information. In accordance with local law, Pro Contractors Incorporated may update information regarding your payment method if provided such information by your financial institution. For details about how Transactions are billed, please visit https://procontractors.co All Transactions and sales contracts are final. Contract prices may only change upon additional work being added to an existing contract or materials prices increasing that are ordered at a later date. If material problems prevent or unreasonably delay a project, your exclusive and sole remedy is either replacement of the materials, as determined by Pro Contractors Incorporated. From time to time, Pro Contractors Incorporated may refuse a refund request if we find evidence of fraud, refund abuse, or other manipulative behavior that entitles Pro Contractors Incorporated to a corresponding counterclaim. All deposits are nonrefundable once collected or made online automatically. Please see Cancellation section for more information below.

Pro Contractors Incorporated ID

Using our Payment Services and accessing your Contract requires a Pro Contractors Incorporated ID. A Pro Contractors Incorporated ID is the account you use across Pro Contractors Incorporated ecosystem. Your Pro Contractors Incorporated ID is valuable, and you are responsible for maintaining its confidentiality and security. Pro Contractors Incorporated is not responsible for any losses arising from the unauthorized use of your Pro Contractors Incorporated ID. Please contact Pro Contractors Incorporated if you suspect that your Pro Contractors Incorporated ID has been compromised. You must be age 18 (or equivalent minimum age in your Home Country, as set forth in the registration process) to create a Pro Contractors Incorporated ID and use our Services.

PRIVACY

Your use of our Services is subject to Pro Contractors Incorporated Privacy Policy, which is available at https://procontractors.co/privacy-policy

SERVICES AND CONTENT USAGE RULES

Your use of the Services and Content must follow the rules set forth in this section (“Usage Rules”). Any other use of the Services and Content is a material breach of this Agreement. Pro Contractors Incorporated may monitor your use of the Services and Content to ensure that you are following these Rules.

All Services:

– You may use the Services and Content for personal, or commercial purposes (except as set forth in the Digital Store Content section below).

– Pro Contractors Incorporated delivery of Content does not transfer any promotional use rights to you, and does not constitute a grant or waiver of any rights of the copyright owners.

– You can use Services for Pro Contractors Incorporated as contracted.

– It is your responsibility not to lose, destroy, or damage any contracts or agreements. We encourage you to back up your data regularly.

– You may not tamper with or circumvent any security technology included with the Services.

– You may access our Services only using Pro Contractors Incorporated software login, and may not modify or use modified versions of such software.

CHARGES, SUBCONTRACTORS CHARGES, CANCELLATION

If Pro Contractors Incorporated cannot charge your payment method for any reason (such as expiration or insufficient funds), you remain responsible for any uncollected amounts, and Pro Contractors Incorporated will attempt to charge the payment method as you may update your payment method information. This may result in a change to the start of your next progress payment and may change the date on which you are billed for each period. You can also notify the Pro Contractors Incorporated in writing by electronic email 30 days prior to the end of your current contract completion date if needed. 

CONTENT AND SERVICE AVAILABILITY

Terms found in this Agreement that relate to Services, types of services , features or functionality not available in your Home Country are not applicable to you unless and until they become available to you.

YOUR SUBMISSIONS OF OUR SERVICES

Pro Contractors Incorporated Services may allow you to submit materials such as comments, pictures, videos, and (including associated metadata and artwork). Your use of such features must comply with the Submissions Guidelines below, which may be updated from time to time. If you see materials that do not comply with the Submissions Guidelines, please use the Report a Concern feature. You hereby grant Pro Contractors Incorporated a worldwide, royalty-free, perpetual, nonexclusive license to use the materials you submit within the Services and related marketing, and Pro Contractors Incorporated internal purposes. Pro Contractors Incorporated may monitor and decide to remove or edit any submitted material.

Submissions Guidelines: You may not use the Services to:

– post any materials that you do not have permission, right or license to use;

– post objectionable, offensive, unlawful, deceptive or harmful content;

– post personal, private or confidential information belonging to others;

– request personal information from a minor;

– impersonate or misrepresent your affiliation with another person, or entity;

– post or transmit spam, including but not limited to unsolicited or unauthorized advertising, promotional materials, or informational announcements;

– plan or engage in any illegal, fraudulent, or manipulative activity.

RECOMMENDATION FEATURES

The Services and Products can recommend content to you based on your background, purchases and other activities. You may opt out from receiving such recommendations.

Some recommendation features may require your permission before they are allowed. If you allow these features, you will be asked to give Pro Contractors Incorporated permission to collect and store certain data, including but not limited to data about your profile, company, location, and purchase history. Please carefully read the information presented when you turn on these features.

MAINTENANCE, SUPPORT, AND WARRANTIES

Pro Contractors Incorporated is responsible for providing general support and warranties for Pro Contractors Incorporated contracted work only, or as required under applicable state law. Any individual providers or subcontractors are responsible for providing general support and warranties for the work the Third-Party service provided. A standard warranty will be provided per the CSLB for all projects. Warranties on materials are covered for 1 year per manufacturer. Labor for any defective material or parts that need to be removed and or replaced will incur additional charges as needed. There are no additional charges for those materials if covered by the manufacture.

LICENSED SERVICES/ END USER Contract/ HOME IMPROVEMENT CONTRACT 

Services made available through the Pro Contractors Incorporated are contracted and or sold directly to you. Your contract to each Provider or Subcontractor is subject to your prior acceptance of either this End User Contract (“Standard EUC”), or a custom end user contract between you and the Service Provider (“Custom EUC”), if one is provided. Your services provided by Pro Contractors Incorporated under this Standard EUC or Custom EUC is granted by the Pro Contractors Incorporated, and your services to any Third Party Provider or subcontractor under this Standard EUC or Custom EUC is granted by the Service Provider of that Third Party. Any Service Provider that is subject to this Standard EUC is referred to herein as the “Licensed Contractor or Subcontractor.” The Service Provider or the Pro Contractors Incorporated as applicable (“Contractor”) reserves all rights in and to the Services not expressly granted to you under this Standard EUC.

1. Scope of Contract: Pro Contractors Incorporated grants to you a nontransferable contract to use the Licensed Application on any Pro Contractors Incorporated-branded products that you own or control and as permitted by the Usage Rules. The terms of this Standard EUC will govern any materials, or services from or purchased within the contract as well as change orders that provided supplement the original contract, unless such upgrade is accompanied by a Custom EUC. You may not transfer, redistribute or sublicense the contract. 
2. Consent to Use of Data: You agree that Contractors may collect and use technical data and related information—including but not limited to technical information about you, device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the contract. Contractors  may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you. 
3. Termination. This Standard EUC is effective until terminated only by both parties in writing. 
4. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
5. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Licensor’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
6. Except to the extent expressly provided in the following paragraph, this Agreement and the relationship between you and Pro Contractors Incorporated shall be governed by the laws of the State of California, excluding its conflicts of law provisions. You and Pro Contractors Incorporated agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Orange, California, to resolve any dispute or claim arising from this Agreement. If (a) you are not a U.S. citizen; (b) you do not reside in the U.S.; (c) you are not accessing the Service from the U.S.; and (d) you are a citizen of one of the countries identified below, you hereby agree that any dispute or claim arising from this Agreement shall be governed by the applicable law set forth below, without regard to any conflict of law provisions, and you hereby irrevocably submit to the non-exclusive jurisdiction of the courts located in the state, province or country identified below whose law governs:

Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.

Pro Contractors Incorporated SAmplE TERMS

You acquire Pro Contractors Incorporated “Samples” from the third-party provider of such any material samples (the “Vendors”), not the Pro Contractors Incorporated. The Pro Contractors Incorporated acts as an agent and or dealer for the Vendors in providing Samples directly to you, and therefore the Pro Contractors Incorporated is not a party to the Transaction between you and the Vendor. If you are a customer of the Pro Contractors Incorporated, the dealer or agent of record is the Pro Contractors Incorporated, which means that you acquire rights to borrow the Samples from the Pro Contractors Incorporated, but the Sample is property of the Vendor. The Vendors of the Pro Contractors Incorporated Samples reserves the right to enforce the terms of borrowing and returns relating to such Pro Contractors Incorporated Samples. The Vendors of the Pro Contractors Incorporated Samples is solely responsible for such Samples, any product warranties to the extent that such warranties have not been disclaimed, and any claims that you or any other party may have relating to such Samples is between you and the Vendors. 

ADDITIONAL Pro Contractors Incorporated TERMS

MISCELLANEOUS TERMS APPLICABLE TO ALL SERVICES

DEFINITION OF Pro Contractors Incorporated

Depending on your Home Country, “Pro Contractors Incorporated” means:

The Pro Contractors Incorporated., located at 7755 Center Ave. 11th Floor, Huntington Beach, California, 92647 for users in North America (including Canada for use of Pro Contractors Incorporated), as well as United States territories.

CONTRACT CHANGES

The Pro Contractors Incorporated reserves the right at any time to modify this Agreement and to add new or additional terms or conditions on your use of the Services. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Services will be deemed acceptance thereof.

THIRD-PARTY MATERIALS AND VENDOR BUILDING PRODUCTS

The Pro Contractors Incorporated is not responsible or liable for third party materials, product orders or services included within or linked from the Content or the Service Providers listed on any of the additional “Pro Contractor(s)” program offerings. Examples: Pro Contractor Cabinets, Pro Contractor Windows, Pro Contractor Paint, etc. The Pro Contractors Incorporated may assist or actually place the orders for any building, finish materials, and or any other products from its distributor accounts on behalf of any members and non members. Any material orders placed by or through the Pro Contractors Incorporated are always nonrefundable. ALL SALES ARE FINAL. NO EXCEPTIONS. The Pro Contractors Incorporated is voluntarily released and the individual who signed the Home Improvement Contract or EUC are 100% responsibility on all goods and services received or provided from the Third Party material and Vendor building product providers, upon physically, digitally signing or checking the provided box for the Pro Contractors Incorporated Material Project Release Form.

INTELLECTUAL PROPERTY

You agree that the Services, including but not limited to Content, graphics, user interface, audio clips, video clips, editorial content, and the scripts and software used to implement the Services, contain proprietary information and material that is owned by the Pro Contractors Incorporated and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Services for personal, noncommercial uses in compliance with this Agreement. No portion of the Services may be reproduced in any form or by any means, except as expressly permitted by this Agreement. You agree not to modify, rent, loan, sell, or distribute the Services or Content in any manner, and you shall not exploit Pro Contractors Incorporated or the Services provided in any manner not expressly authorized.

The Pro Contractors Incorporated name, the Pro Contractors Incorporated logo, website, Digital Store, Pro Contractors Incorporated third party Samples,  and other Pro Contractors Incorporated trademarks, service marks, graphics, and logos used in connection with the Services are trademarks or registered trademarks of the Pro Contractors Incorporated in the U.S. and other countries throughout the world. You are granted no right or license with respect to any of the aforesaid trademarks.

COPYRIGHT NOTICE

If you believe that any Content available through the Services infringe a copyright claimed by you, please contact the Pro Contractors Incorporated at the following locations:

7755 Center Ave. 11th Floor Huntington Beach, CA 92647 or 714-934-8500

TERMINATION AND SUSPENSION OF SERVICES

If you fail, or the Pro Contractors Incorporated suspects that you have failed, to comply with any of the provisions of this Agreement, the Pro Contractors Incorporated may, with 3 day notice to you: (i) terminate this Agreement and/or your Pro Contractors Incorporated Home Improvement Contract or EUC and you will remain liable for all amounts due under your Pro Contractors Incorporated Home Improvement Contract or EUC up to and including the date of termination; and/or (ii) terminate your access to the Services Providers or Subcontractors.

MORALITY

It is understood and agreed by and between the parties that members shall at all times during the term of this Agreement, refrain and abstain entirely from any act or do anything which might reasonably be considered: (i) to be immoral, deceptive, scandalous or obscene; or (ii) to injure, tarnish, damage or otherwise negatively affect the reputation and goodwill associated with Pro Contractors Incorporated or any Service Providers and or Subcontractors of the Pro Contractors Incorporated.

It is understood and agreed by and between the parties that if at any time during the period of this Agreement commits any act considered (i) to be immoral, deceptive, scandalous or obscene; or (ii) to injure, tarnish, damage or otherwise negatively affect the reputation and goodwill associated with Pro Contractors Incorporated or any Service Provider or Subcontractors of the Pro Contractors Incorporated; Pro Contractors Incorporated may cancel and terminate your Home Improvement Contract or EUC immediately.

The Pro Contractors Incorporated further reserves the right to modify, suspend, or discontinue the Services (or any part or Content thereof) at any time with or without notice to you, and Pro Contractors Incorporated will not be liable to you or to any third party should it exercise such rights.

DISCLAIMER OF WARRANTIES; LIABILITY LIMITATION

THE Pro Contractors Incorporated DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME THE Pro Contractors Incorporated MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME, CANCEL THE SERVICES AT ANY TIME, OR OTHERWISE LIMIT OR DISABLE YOUR ACCESS TO THE SERVICES WITHOUT NOTICE TO YOU.

Pro Contractors Incorporated DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR (A) THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE THROUGH SERVICE PROVIDERS OR SUBCONTRACTORS, A SITE OR BY ANY PARTY OTHER THAN Pro Contractors Incorporated employees, (B) ANY CONTENT PROVIDED ON LINKED SITES OR (C) THE CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE.

YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND ALL CONTENT DELIVERED TO YOU THROUGH THE SERVICES ARE (EXCEPT AS EXPRESSLY STATED BY THE Pro Contractors Incorporated) PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.

IN NO CASE SHALL THE Pro Contractors Incorporated, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES AND/OR CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME COUNTRIES, STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH COUNTRIES, STATES OR JURISDICTIONS, THE Pro Contractors Incorporated LIABILITY SHALL BE LIMITED TO THE EXTENT SUCH LIMITATION IS PERMITTED BY LAW.

THE Pro Contractors Incorporated SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND YOU HEREBY RELEASE THE Pro Contractors Incorporated FROM ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

THE Pro Contractors Incorporated DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICES PROVIDED WILL BE FREE FROM DEFECTS, LOSS, ANY OTHER ISSUES AND YOU HEREBY RELEASE THE Pro Contractors Incorporated FROM ANY LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR PROPER USE, AND MAINTENANCE ON YOUR OWN, INCLUDING ANY PRODUCTS PURCHASED, ACQUIRED OR RENTED THROUGH OTHER THE SERVICES RATHER THAN THROUGH THE PRO CONTRACTORS INCORPORATED.

PRO CONTRACTORS INCORPORATED IS NOT RESPONSIBLE IN CONNECTION WITH THIRD PARTY SERVICES PROVIDERS OR SUBCONTRACTORS.

WAIVER AND INDEMNITY

BY USING THE SERVICES, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD THE PRO CONTRACTORS INCORPORATED, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICES, OR ANY ACTION TAKEN BY THE PRO CONTRACTORS INCORPORATED AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. YOU AGREE THAT YOU SHALL NOT SUE OR RECOVER ANY DAMAGES FROM PRO CONTRACTORS INCORPORATED, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICES, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF THE PRO CONTRACTORS INCORPORATED CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.

STATUTORY EXCEPTIONS FOR PUBLIC INSTITUTIONS

If you are a qualified public educational or government institution and any part of this Agreement, such as, by way of example, all or part of the indemnification section, is invalid or unenforceable against you because of applicable local, national, state or federal law, then that portion shall be deemed invalid or unenforceable, as the case may be, and instead construed in a manner most consistent with applicable governing law.

GOVERNING LAW

Except to the extent expressly provided in the following paragraph, this Agreement and the relationship between you and the Pro Contractors Incorporated, and all Transactions on the Services shall be governed by the laws of the State of California, excluding its conflicts of law provisions.

DISPUTES AND ARBITRATION

Both parties agree to treat each other fairly in all matters. In the event a dispute is unresolved (after sixty days) to the satisfaction of both parties, both parties agree to submit their claim or controversy, of whatever description, to be settled by arbitration in accordance with the rules of the American Arbitration Association then in force within the county of Orange, California, to resolve any dispute or claim arising from this Agreement.

If the parties cannot agree upon an arbitrator within ten (10) days after demand by either of them, either or both parties may request the American Arbitration Association to name a panel of five (5) arbitrators. Pro Contractors Incorporated shall strike the names of two on the list and, Representative shall then strike two names, and the remaining name shall be the arbitrator. The decision of the arbitrator shall be final and binding arbitration upon the parties both as to law and to fact, and shall not be appealable in any court in any jurisdiction. If (a) you are not a U.S. citizen; (b) you do not reside in the U.S.; (c) you are not accessing the Service from the U.S.; and (d) you are a citizen of another country, you hereby agree that any dispute or claim arising from this Agreement shall be governed by the applicable law set forth above, without regard to any conflict of law provisions, and you hereby irrevocably submit to the non-exclusive jurisdiction of the courts located in the state, province or country identified whose law governs you.

OTHER PROVISIONS

This Agreement constitutes the entire agreement between you and the Pro Contractors Incorporated and governs your use of the Services, superseding any prior agreements with respect to the same subject matter between you and the Pro Contractors Incorporated. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, third-party software, or additional services such as the Volume Purchase Program. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The Pro Contractors Incorporated failure to enforce any right or provisions in this Agreement will not constitute a waiver of such or any other provision. The Pro Contractors Incorporated will not be responsible for failures to fulfill any obligations due to causes beyond its control.

You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Services. Your use of the Services may also be subject to other laws. Risk of loss for all electronically delivered Transactions pass to the acquirer upon electronic transmission to the recipient. No Pro Contractors Incorporated employee or agent has the authority to vary this Agreement.

The Pro Contractors Incorporated may notify you with respect to the Services by sending an email message to your email address or a letter via postal mail to your mailing address, or by a posting on the Services. Notices shall become effective immediately. The Pro Contractors Incorporated may also contact you by email or push notification to send you additional information about the Services.

You hereby grant the Pro Contractors Incorporated the right to take steps the Pro Contractors Incorporated believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You agree that the Pro Contractors Incorporated has the right, without liability to you, to disclose any data and/or information to law enforcement authorities, government officials, and/or a third party, as the Pro Contractors Incorporated believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to the Pro Contractors Incorporated right to cooperate with any legal process relating to your use of the Services and/or Content, and/or a third-party claim that your use of the Services and/or Content is unlawful and/or infringes such third party’s rights).

Last Updated: June, 3rd 2022