​

IMPORTANT – READ CAREFULLY:  THIS PURCHASE AGREEMENT (TOGETHER WITH ANY ORDER FORM OR SIMILAR PURCHASING AGREEMENT) (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (AS AN INDIVIDUAL OR LEGAL ENTITY) AND PROFER, INC., ON BEHALF OF ITSELF AND ITS AFFILIATES (“PROFER”) FOR YOUR USE OF PROFER’S PRO CREDENTIAL STREAMLINING, AND APPRAISAL SERVICES, INCLUDING ASSOCIATED DOCUMENTATION, PRODUCTS, AND SERVICES (COLLECTIVELY, THE “PROFER PLATFORM”), UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT WITH PROFER REGARDING YOUR USE OF THE PROFER PLATFORM, IN WHICH CASE THE TERMS OF THAT SEPARATE AGREEMENT WILL GOVERN. THIS AGREEMENT GOVERNS YOUR USE OF THE PROFER PLATFORM.

 

PROFER PROVIDES THE PROJECT APPRAISAL SOLELY ON THE TERMS AND CONDITIONS IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM.  BY PROCEEDING TO COMPLETE YOUR PAYMENT YOU ARE CONSENTING TO THE TERMS AND CONDITIONS OF THIS PURCHASE AGREEMENT AND THE PROFER, INC. TERMS OF USE AND PRIVACY POLICY, AS AMENDED FROM TIME TO TIME, AVAILABLE AT HTTPS://WWW.PROFER.COM (“TERMS”).  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THIS AGREEMENT.  IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR COMPANY, DO NOT PROCEED WITH THE PURCHASE.

 

1.  Appraisal Services.  Subject to your timely payment of the Project Appraisal Fee and compliance with the terms and conditions of this Agreement, Profer will provide you with a comprehensive roof replacement appraisal (and Pro credential verification and related services), access to the Profer Platform’s professional Pro network, with up to three professionals bids – for the address you have submitted for the roof replacement bid.  

 

2.  Appraisal Fees.  By proceeding with the purchase you have agreed to pay the applicable fee for your chosen property’s Project Appraisal – 10% of the project appraisal price. – An upfront $3,000 retainer will be paid before any appraisal work begins - The remaining amount to equal 10%  of the project appraisal price will be due immediately upon selection of your roofing contractor. If you choose a roofing contractor from the Profer Network that percentage fee is waived completely, including your $3,000 retainer. That amount will be credited back to you at the time the deposit is paid to your in-network roofing contractor. 

 

3.  Payment by Credit Card.  Payment processing for all fees is provided by such third party payment processor as Profer may utilize from time to time (“Payment Processor”), and to proceed with payment for such fees you may be required to agree to certain Payment Processor terms and conditions.  Profer does not collect or store your credit card information.  By providing a credit card or other payment method accepted by Profer, you represent and warrant that you are authorized to use the designated payment method and that you authorize our Payment Processor to charge your payment method for the total amount due to Profer.  

 

4.  Restrictions.  You may not reverse engineer, decompile, or disassemble the Profer Platform or otherwise use all or part of the Profer Platform except as expressly permitted by this Agreement. 

 

5.  Confidentiality.  The parties will use commercially reasonable efforts to maintain the confidentiality of any confidential information of the other party it obtains under this Agreement and will take all reasonable steps to ensure that the confidential information is not disclosed or distributed by its employees or agents to third parties not subject in writing to an agreement to protect the confidential information.  The Profer Platform is confidential information of Profer.  

 

6.  Subcontractors.  Profer may use subcontractors, including offshore subcontractors, in the performance of its duties and obligations under this Agreement.  Profer will ensure all subcontractors comply with the obligations and restrictions of this Agreement, including the obligations of confidentiality in Section 5.  Profer is solely responsible for the performance of its subcontractors under this Agreement. 

 

7.  Termination.  Without prejudice to any other rights, Profer may terminate this Agreement if you fail to comply with any provision of this Agreement.  Upon termination of this Agreement, you will promptly return all of Profer’s confidential information in your possession or control to Profer, and, if applicable, pay in full all fees due and payable to Profer. 

 

8.  Disclaimer of Warranties.  To the maximum extent permitted by applicable law, Profer provides the Profer Platform and related products and services AS IS AND WITH ALL FAULTS, and disclaims all other warranties and conditions, whether express, implied, or statutory, including any implied warranties, duties, or conditions of merchantability, or fitness for a particular purpose, or reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Profer Platform, and the provision of or failure to provide support or other products, services, information, software, and related content through the Profer Platform or otherwise arising out of the use of the Profer Platform.  IN ADDITION, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, OR NON-INFRINGEMENT WITH REGARD TO THE PROFER PLATFORM.  

 

9.  Limitation of Liability.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PROFER BE LIABLE FOR ANY EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, OR PROFITS) ARISING OUT OF THE PROFER PLATFORM, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THOUGH THE PROFER PLATFORM OR OTHERWISE ARISING OUT OF THE USE OF THE PROFER PLATFORM, OR OTHERWISE UNDER OR RELATING TO ANY PROVISION OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF THE DAMAGE.  THE MAXIMUM TOTAL LIABILITY OF PROFER TO YOU WILL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED $3,000.00.  THIS REMEDY WILL BE YOUR SOLE AND EXCLUSIVE REMEDY.  

 

10.  Indemnification.  You will indemnify and hold harmless Profer and its affiliates, officers, directors, employees, and agents, from and against any claim, cost, or liability, including reasonable attorneys’ fees, from any third party claim arising out of your use of the Profer Platform, use of any services related to the Profer Platform, your violation of this Agreement, or the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. 

 

11.  Modifications.  Profer reserves the right to modify this Agreement from time to time.  Profer will post notices of Agreement modifications through links placed on https://www.profer.com or login pages or notification by other means.  If you use the Profer Platform after Profer posts any changes, you have accepted them.  If you do not agree to any modified terms of the End User Subscription Agreement or changes to other policies, you should discontinue your use of the Profer Platform, and this will be your sole and exclusive remedy.  If there is a conflict between this Agreement and the most current version of the End User Subscription Agreement posted on https://www.profer.com, login pages, or otherwise provided to you, the most current version will prevail.  At your request, Profer will provide a paper copy of this Agreement.  You may request paper copies at https://www.profer.com.  

 

12.  Miscellaneous.  If you and Profer have signed a separate written agreement governing your use of the Profer Platform, the terms and conditions of that signed agreement will take precedence over any conflicting term and condition of this Agreement.  Otherwise, this Agreement, in addition to the Terms, represents the entire agreement between you and Profer.  This Agreement will be construed and interpreted in accordance with the laws of the State of Kansas.  Any dispute relating to this Agreement will be adjudicated exclusively in the Eighteenth Judicial District, Sedgwick County, Kansas.  You consent to the exclusive jurisdiction of that court.  To the extent any provision in this Agreement is deemed invalid or unenforceable for any reason, the remaining portions will remain valid and enforceable.  Failure by Profer to enforce any right or provision in this Agreement will not constitute a waiver of the provision, or any other provision of this Agreement.  Profer will not be responsible for failure to fulfill any obligations because of causes beyond its control. 

 

13. Hold Harmless Agreement. You, the Company, agree to hold Profer harmless from any claim arising out of a dispute or lack of performance from the Profer Pro Network. It is the Company’s responsibility who requests the project appraisal to vet and confirm the details of each roofing bid. Any additional work that may arise during the project will be handled between the roofing contractor and the business owner who contracted them. Profer derives a scope and appraisal to the best of its abilities. There may be occasions when unforeseen circumstances arise due to the nature of remodeling and construction. Profer makes no warranties in regard to the additional tasks that may be required to complete a job. Any additional costs are the responsibility of the business owner. The Company agrees to hold harmless Profer or its affiliates for any claim arising out of the above described situations. As well as any disputes about the quality of work, price, or negligence of any contractor in the Profer network or otherwise. You also agree to hold Profer harmless for any intrusive testing required during the appraisal and inspection. You can expect Profer to cut into the roof surface, performing what is called a "core-sample" while performing the inspection. You agree to hold Profer harmless in these actions. It is a requirement to determine the exact scope of work.

14.  Agreement Acceptance.  By proceeding with the purchase you acknowledge that you have read, understand, and agree to the terms and conditions of this Agreement.  If you do not have authorization to enter into this Agreement or do not agree to all the terms of this Agreement, do not proceed with the purchase. All sales are final and any applicable sales tax related to the purchase of Profer services will be paid by the Company who is submitting the Project Appraisal and Bid Request.