IMPORTANT – READ CAREFULLY:  THIS END USER SUBSCRIPTION 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 CREDENTIAL STREAMLINING AND PROFESSIONAL REFERRAL NETWORK, 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 PROFER PLATFORM SOLELY ON THE TERMS AND CONDITIONS IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM.  BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, OR IN ANY OTHER WAY ACCESSING OR USING THE PROFER PLATFORM, YOU ARE CONSENTING TO THE TERMS AND CONDITIONS OF THIS 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 CLICK THE “I ACCEPT” BUTTON BELOW.

 

1.  Subscription Services.  Subject to your timely payment of the Subscription Fee of $100 and compliance with the terms and conditions of this Agreement, Profer will provide you with credential streamlining (credential verification and related services), and access to the Profer Platform’s commercial bid opportunities – 10% of the project bid will be charged upon deposit payment for the project once you are awarded a job – (“Subscription Services”) during the subscription term you have chosen (“Subscription Term”).  Unless renewed, the Subscription Services will expire at the end of the applicable Subscription Term.  

 

2.  Renewal.  Unless otherwise agreed in writing by the parties or canceled by you no later than thirty (30) days prior to the expiration of the then current Subscription Term, your subscription shall automatically renew for another renewal subscription term.  

 

3.  Subscription Fees.  By clicking the “I Accept” button below you have agreed to pay the applicable amount for your chosen Subscription Term – $100 for an annual term – (“Subscription Fee”).  Any fees for your utilization of additional Subscription Services, including your 5% payment of the job appraisal fee, will be due immediately upon deposit for an awarded job.  

 

4.  Payment by Credit Card.  Payment processing for all fees payable during the Subscription Term is provided by such third party payment processor 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.  

 

5.  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. 

 

6.  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.  

 

7.  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. 

 

8.  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. 

 

9.  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.  

 

10.  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 OR ITS PRODUCTS, 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 $100.00.  THIS REMEDY WILL BE YOUR SOLE AND EXCLUSIVE REMEDY.  

 

11.  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. 

 

12.  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.  

 

13.  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. 

14.  Agreement Acceptance.  By clicking the “I Accept” button below, 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 click the “I Accept” button below.