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PROFER, INC. – PROJECT AUCTION AGREEMENT

Effective Date: January 20, 2025
Last Updated: January 20, 2025
United States Only

This Project Auction Agreement (“Agreement”) is entered into by and between Profer, Inc., a Kansas corporation (“Profer,” “we,” “us”), and the individual or entity submitting a Project Auction (“Property Owner,” “you”).

This Agreement supplements and incorporates by reference the Profer Terms of Use, Marketplace Terms & Privacy Policy (collectively, the “Master Terms”). In the event of any conflict, this Agreement governs all Project Auctions and the Auction Termination Fee.

 

 

1. Nature of the Platform

Profer operates a technology-enabled marketplace only and is not a general contractor.

Profer does not:

  • Perform construction or home-improvement services

  • Supervise, manage, or control work

  • Hire, manage, or direct subcontractors

  • Act as an agent, partner, joint venturer, or representative of any contractor (“Pro”)

All construction services are performed solely by independent third-party Pros.

 

 

2. ProDirectory & ProVerification Disclosures

You acknowledge and agree that:

  • The ProDirectory is a listing and search tool, not a recommendation service

  • Pros are independent third parties, not employees or agents of Profer

  • “ProVerified” status does not constitute endorsement, certification, or guarantee

  • Background checks, license checks, and business verification are performed at onboarding only and do not guarantee future performance or compliance

You are solely responsible for:

  • Evaluating Pros

  • Confirming licenses, insurance, and bonding

  • Reviewing and executing contracts

  • Determining suitability for your project

 

 

3. Project Auction Submission Representations

By submitting a Project Auction, you represent and warrant that:

  • The project is legitimate and submitted in good faith

  • You have legal authority to request and approve the work

  • All information provided (scope, measurements, access, property details) is accurate to the best of your knowledge

  • The Project Auction is not submitted for price-checking, market research, solicitation, or speculative purposes

  • Profer will rely on this information to prepare a standardized, bid-ready scope

 

 

4. Auction Preparation Services & Costs

Upon submission, Profer immediately begins incurring real, measurable preparation costs, which may include, without limitation:

  • Satellite measurement and takeoff services – $100

  • Scope standardization and bid-ready documentation – $350

  • On-site inspection, photography, and video documentation – $500

  • Administrative processing and auction management – $50

Total potential preparation cost: $1,000

These costs are incurred regardless of auction outcome.

 

 

5. Authorization Hold & Refundable Deposit Structure

5.1 Authorization Hold (Refundable Deposit)

At submission, Profer will place a temporary authorization hold of $100 on your payment method as a refundable deposit and security authorization related to the Auction Termination Fee.

The authorization hold:

  • Is not a charge

  • Does not transfer funds to Profer

  • Automatically releases in accordance with card-issuer policies if no Auction Termination Fee becomes due

 

 

6. Auction Termination Fee

6.1 Purpose & Liquidated Damages Acknowledgment

The Auction Termination Fee exists solely to recover actual preparation costs incurred by Profer when a Project Auction is terminated after work has begun.

The parties expressly agree that:

  • Profer’s damages are difficult to precisely calculate at submission

  • The Auction Termination Fee represents a reasonable pre-estimate of actual costs incurred

  • The fee is not a penalty, fine, or punitive charge

  • The fee reflects services actually performed at the time of termination

 

 

6.2 Circumstances Where the Fee Is Fully Waived

No Auction Termination Fee will be charged if you:

  • Allow the Project Auction to run to completion

  • Select a Pro and proceed in good faith toward contracting

  • Cancel the Project Auction before material preparation work has begun, in accordance with Profer’s procedures

In these cases:

  • The authorization hold is released

  • No fee is owed

 

 

6.3 Tiered Auction Termination Fee Schedule

If you terminate, abandon, materially interfere with, or circumvent the Project Auction after preparation has begun, Profer may recover costs incurred which total $1000. Services performed for the $1000 fee include: administrative work, IT processes and work, measurement/ takeoff, project inspection, and a project appraisal. Profer immediately prepares the Project Auction upon submission. Which means Profer has a digital process in place that takes the Project Auction submission and immediately initiates a satellite measurement and inspection retrieval process. For this reason we charge a $1000 Auction Termination Fee. 

 

 

6.4 Circumvention & Off-Platform Engagement

If you engage, hire, or contract with any Pro or contractor introduced through the Project Auction outside of the Profer platform within twelve (12) months of submission, such action constitutes a termination of the Project Auction and triggers the Auction Termination Fee, subject to the tiered schedule above.

 

 

6.5 No Fee Stacking (Exclusive Remedy)

Under no circumstances shall you be charged more than one Auction Termination Fee for a single Project Auction.

The Auction Termination Fee is the exclusive cancellation-related fee applicable to Project Auctions.

 

 

6.6 Authorization, Chargebacks & Collections

By submitting a Project Auction, you expressly authorize Profer to charge the applicable Auction Termination Fee, up to $1,000, to your payment method only if a qualifying termination occurs.

You agree:

  • Not to dispute or charge back any properly assessed Auction Termination Fee

  • That any improper chargeback constitutes a material breach of this Agreement

If payment fails or is reversed:

  • The unpaid balance constitutes a valid, undisputed debt

  • Profer may pursue internal collection, third-party collection, arbitration, or court action

Unpaid balances may accrue interest at the lesser of:

  • 8% per annum, or

  • The maximum rate permitted by law

You agree to pay all reasonable collection costs, including court fees and attorneys’ fees where permitted.

 

 

7. Right to Refuse Service

Profer reserves the right, in its sole discretion, to:

  • Decline or remove any Project Auction

  • Suspend or terminate access

  • Restrict future use for bad faith, abuse, or misuse

 

 

8. Project Auction Process Overview

Once confirmed:

  • Profer standardizes the scope

  • The scope is distributed to ProVerified Pros

  • Pros submit bids without contacting you

  • You review bids and select a Pro

Profer does not influence pricing, endorse bids, or guarantee outcomes.

 

 

9. No Escrow or Payment Handling

Profer does not:

  • Hold escrow funds

  • Manage progress payments

  • Disburse construction funds

All construction payments occur directly between you and the Pro.

 

 

10. Truth-in-Marketing & No Reliance

You acknowledge that:

  • Profer does not provide construction advice

  • Bids and information are informational only

  • Contractor selection and project outcomes are your responsibility

 

 

11. Limitation of Liability

To the maximum extent permitted by law:

  • Profer’s total liability shall not exceed $100

  • Profer shall not be liable for indirect, incidental, or consequential damages

 

 

12. Indemnification

You agree to indemnify and hold harmless Profer from claims arising from:

  • Your Project Auction submission

  • Your termination or circumvention of the auction

  • Your engagement with a Pro

  • Any dispute between you and a Pro

 

 

13. Arbitration, Governing Law & Venue

  • All disputes shall be resolved by binding arbitration administered by the American Arbitration Association

  • Governing law: Kansas

  • Venue: Sedgwick County, Kansas

  • No class actions permitted

Profer may elect to pursue claims within small-claims court jurisdiction in lieu of arbitration.

Arbitration, limitation of liability, indemnification, governing law, and venue provisions survive termination.

 

 

14. Electronic Transactions & Acceptance

You consent to electronic transactions and acknowledge that:

  • Electronic acceptance constitutes a written signature

  • Acceptance is legally binding under the E-SIGN Act

  • Electronic records satisfy all writing requirements

 

 

15. Acceptance

By clicking “Submit Project Auction,” checking an acceptance box, or authorizing payment, you acknowledge that you:

  • Have read and understood this Agreement

  • Agree to be legally bound

  • Authorize the Auction Termination Fee if applicable

  • Agree to the Master Terms and Arbitration Agreement

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