Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") are entered into by and between Blackhawk Catalyst Technology & Consulting, LLC, doing business as ProWorx ("ProWorx," "we," "us," or "our") and the person or entity registering for, accessing, or using the Service ("Customer," "you," or "your"). By clicking to accept, signing up, creating an account, accessing the Service, logging into the Service, or otherwise using any part of the Service, you agree to be bound by these Terms and any policies, addenda, order forms, pricing pages, feature-specific terms, partner disclosures, or other documents incorporated by reference.

If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have authority to bind that entity, and "you" and "your" will refer to that entity. If you do not have such authority, or if you do not agree to these Terms, you must not access or use the Service.

The Service is intended for business use. You represent that your use of the Service is for business purposes and not primarily for personal, family, or household purposes.

2. Changes to Terms

We may revise these Terms from time to time. Updated Terms will become effective when posted or on the later effective date stated in the updated Terms. If we determine that a revision is material, we will provide reasonable notice through the Service, by email, or by another reasonable method where required by applicable law. Except as permitted by applicable law, material changes will not apply retroactively to disputes or claims that arose before the effective date of the updated Terms.

Your continued access to or use of the Service after the effective date of updated Terms constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, your sole remedy is to stop using the Service and cancel your account.

3. Definitions

"Service" means the ProWorx software platform and all related websites, portals, mobile applications, customer-facing storefronts, microsites, intake forms, request pages, APIs, dashboards, communications tools, AI-assisted tools, payment-enablement features, integrations, referral or partner-offer features, support services, and related functionality that we make available now or in the future.

"Authorized User" means any employee, contractor, agent, owner, or other individual whom Customer permits to access or use the Service under Customer's account.

"Customer Data" means information, content, communications, files, images, records, job data, estimates, invoices, contacts, payment-related metadata, messages, and other materials submitted to, collected through, stored in, or transmitted through the Service by or on behalf of Customer, its Authorized Users, its customers, prospective customers, or other persons interacting with Customer through the Service.

"Operational Job Data" means information relating to the nature, scope, performance, pricing, labor, materials, supplies, measurements, quantities, duration, and generalized geographic location of jobs, estimates, requests, and services managed through the Service, including job type, dimensions, quantities, materials used, labor hours, estimated or actual pricing, and ZIP code or similar generalized geographic information. Operational Job Data does not include payment card numbers, bank account information, private notes or message content, street addresses, or end-customer names or contact information.

"Third-Party Services" means services, software, networks, processors, applications, integrations, financing providers, lenders, insurance providers, group-buying providers, consultants, vendors, referral partners, marketplaces, or content provided by third parties and made available with, through, or alongside the Service.

"Partner Services" means Third-Party Services promoted, linked, referred, introduced, or otherwise made available by or through ProWorx where the provider is a third party and not ProWorx.

"Payment Processor" means Revolv3, Inc. or any other third-party payment processor, acquiring bank, payment facilitator, gateway, ACH provider, card network, financial institution, or payment-service provider that supports payment functionality made available through the Service.

4. Eligibility and Account Registration

You may use the Service only if you can form a binding contract and are not barred from using the Service under applicable law. You must provide complete and accurate registration information and keep it current at all times.

You are responsible for all activity occurring under your account, including all acts and omissions of Authorized Users. You must maintain the confidentiality of account credentials and promptly notify us of any suspected unauthorized access, account compromise, security incident, or misuse of the Service.

We may reject, limit, or revoke account registration in our sole discretion, including where we believe the account information is incomplete, inaccurate, misleading, fraudulent, or creates legal, compliance, operational, or reputational risk.

5. Subscription, Fees, and Payment Obligations

Access to certain parts of the Service may require a paid subscription, transaction-based fees, messaging fees, add-on fees, implementation fees, equipment fees, or other charges. You agree to pay all amounts due under your selected plan, order form, or pricing page, together with applicable taxes, assessments, and governmental charges, excluding taxes based on our net income.

Except as otherwise expressly stated by us in writing, fees are non-cancelable and non-refundable. We may suspend or limit access to the Service for non-payment, failed payment methods, chargebacks, payment disputes, or suspected fraud. Late amounts may accrue interest at the lesser of one and one-half percent per month or the maximum rate permitted by law, plus reasonable collection costs and attorneys' fees where recoverable.

Unless otherwise stated at checkout, on the applicable pricing page, or in an order form, paid subscriptions automatically renew for successive subscription periods until canceled. Customer may cancel future renewal through any cancellation functionality made available in the Service or by contacting ProWorx through a designated support channel. Cancellation stops future subscription renewals but does not entitle Customer to a refund of fees already paid, except where required by law or expressly stated by ProWorx in writing.

If you receive promotional pricing, free months, credits, or beta access, those promotions are temporary and may be subject to stated conditions. At the end of the applicable promotional period, standard pricing then in effect will apply unless otherwise stated in writing.

Fees charged by Third-Party Services, including Payment Processor fees, carrier fees, messaging fees, financing fees, insurance premiums, partner-provider fees, chargeback fees, ACH return fees, network assessments, taxes, and other pass-through or third-party charges, may be separate from amounts charged by ProWorx and may be governed by the applicable third party's terms.

6. License and Permitted Use

Subject to these Terms and timely payment of applicable fees, ProWorx grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable subscription term to access and use the Service solely for Customer's internal business operations.

Customer shall not, and shall not permit any Authorized User or third party to:

• reverse engineer, decompile, disassemble, or attempt to derive source code or underlying models, except to the extent such restriction is prohibited by law;
• copy, reproduce, modify, create derivative works from, sell, resell, rent, lease, distribute, license, sublicense, timeshare, or otherwise commercially exploit the Service except as expressly permitted by these Terms;
• use the Service to provide a service bureau, white-label, pass-through, outsourcing, or processing service for third parties without our prior written consent;
• access the Service for benchmarking, competitive analysis, competitive monitoring, or development of a competing product or service;
• bypass or defeat any security, authentication, usage, or technical restrictions of the Service; or
• use the Service except as expressly allowed by these Terms and the documentation we make available.

7. Customer Business Responsibility; No Service Provider Role

Customer is solely responsible for its business operations, personnel, marketing, pricing, estimates, bookings, route planning, communications, jobs, customer interactions, workmanship, legal compliance, refunds, warranties, permits, licenses, taxes, insurance, and dispute handling. ProWorx does not perform, supervise, direct, control, or guarantee any services offered or performed by Customer.

ProWorx is a software provider only. ProWorx is not a contractor, subcontractor, employer, staffing company, referral guarantor, insurer, insurance broker, lender, loan broker, financial advisor, tax advisor, legal advisor, broker, agent, fiduciary, joint venturer, partner, debt collector, payment network, or provider of Customer's services. No statement in the Service will be construed to create any employment, agency, partnership, franchise, or joint-venture relationship between ProWorx and Customer or between ProWorx and Customer's clients.

You acknowledge that any end customer relationship is between you and your customer, not between your customer and ProWorx. You are solely responsible for your own customer-facing terms, quotes, service agreements, cancellation policies, warranties, and collection practices.

8. Customer Data; Limited License to Us

As between the parties, Customer retains all right, title, and interest in and to Customer Data, subject to the rights granted in these Terms. Customer grants ProWorx and its service providers a worldwide, non-exclusive, royalty-free right to host, copy, transmit, display, process, adapt, analyze, and otherwise use Customer Data as necessary to provide, maintain, support, secure, improve, and enforce the Service, to comply with law, and to exercise our rights under these Terms.

Customer represents and warrants that it has all rights, permissions, notices, and consents necessary to provide Customer Data to us and to allow us to use Customer Data as contemplated by these Terms. Customer is solely responsible for the legality, accuracy, quality, integrity, and appropriateness of Customer Data.

Customer authorizes ProWorx to share Customer Data and related account information with Third-Party Services, Partner Services, and Payment Processors as reasonably necessary to provide requested functionality, process payments, submit referrals, support underwriting or eligibility review, provide quotes, comply with law, prevent fraud, enforce these Terms, or support Customer's requested use of the Service.

ProWorx may create, use, and disclose aggregated or de-identified information derived from Customer Data for analytics, performance measurement, security, fraud prevention, research, product development, service improvement, reporting, and other lawful business purposes, provided that such information does not reasonably identify Customer or any individual.

Customer grants ProWorx the right to analyze and use Operational Job Data, including across multiple customers, to develop, train, test, validate, improve, and operate pricing models, estimating tools, material and purchasing recommendations, benchmarking tools, market insights, artificial-intelligence or machine-learning models, and other features of the Service. When ProWorx makes models, benchmarks, datasets, or insights derived from Operational Job Data available to other customers or third parties, ProWorx will use reasonable measures to aggregate, de-identify, or otherwise avoid including information that directly identifies a specific end customer.

9. Communications, Messaging, and Contact Consent

If the Service enables Customer to send SMS, email, reminders, review requests, invoices, marketing messages, or other communications, Customer is solely responsible for obtaining all legally required notices, opt-ins, consents, and authorizations from recipients. Customer must honor all opt-out requests, do-not-contact requests, and applicable communications laws, including those relating to telemarketing, text messaging, prerecorded messages, spam, and consumer privacy.

Customer is responsible for maintaining any privacy notice, disclosure, consent language, or other customer-facing information required by applicable law for its use of communications features and for ensuring that its communications are consistent with the notices and choices it provides to recipients.

Customer acknowledges that Customer, and not ProWorx, determines the recipients, content, timing, purpose, and authorization for communications sent using the Service. Customer is responsible for determining whether each communication may lawfully be sent and for maintaining evidence of any consent or authorization required by applicable law. Customer's indemnification obligations under Section 26 expressly apply to claims, demands, investigations, proceedings, fines, penalties, settlements, and expenses arising from communications initiated, requested, configured, authorized, or sent by or on behalf of Customer through the Service.

ProWorx may impose usage limits, filtering, review processes, registration requirements, campaign controls, sender verification, message templates, or content restrictions for communications features. We may suspend or disable messaging features at any time if we believe Customer's use creates carrier, platform, legal, fraud, abuse, deliverability, or reputational risk.

Customer may not use the Service, Partner Services, or any ProWorx-enabled referral, offer, or marketing tool to send unlawful marketing, unsolicited calls, prerecorded messages, robocalls, artificial voice messages, unauthorized text messages, facsimile blasts, or other communications that violate the Telephone Consumer Protection Act, the CAN-SPAM Act, the Telemarketing Sales Rule, Do-Not-Call requirements, FCC rules, carrier rules, or any similar federal or state law.

10. Payments, Revolv3, and Third-Party Payment Services

The Service may enable or facilitate access to payment processing, card acceptance, ACH functionality, wallets, financing, card-on-file tools, dispute tools, receipts, or related services through one or more Third-Party Services. ProWorx currently expects to use Revolv3, Inc. or its affiliates, sponsor banks, processors, vendors, or related service providers as a third-party Payment Processor for certain payment functionality. ProWorx may replace, add, or remove Payment Processors at any time.

Any payment processing or money movement is subject to the terms, underwriting, eligibility rules, reserve requirements, prohibited-business rules, operating rules, risk decisions, pricing, and compliance requirements of the applicable Payment Processor, acquiring bank, ACH provider, card network, financial institution, and payment-service provider. You may be required to accept separate processor terms, provide underwriting information, pass identity or business verification, maintain reserves, or comply with network rules before payment functionality is available.

ProWorx is not a bank, money transmitter, payment processor, payment facilitator, escrow company, custodian of funds, acquiring bank, card network, ACH operator, or financial institution unless expressly stated in a separate written agreement signed by ProWorx. ProWorx does not receive, hold, control, custody, transmit, or guarantee settlement of funds except to the limited extent expressly described in a separate written agreement.

To the maximum extent permitted by law, ProWorx is not responsible or liable for any act, omission, delay, error, outage, breach, security incident, underwriting decision, funding delay, reserve, hold, freeze, return, reversal, chargeback, termination, decline, account closure, fee, fine, penalty, loss, or other conduct of any Payment Processor or other payment-related third party. Payment Processor actions, failures, and decisions are the responsibility of the applicable Payment Processor or payment-related third party, not ProWorx.

We may share information with Payment Processors as reasonably necessary to enable payment functionality, risk review, underwriting, identity verification, dispute handling, fraud prevention, compliance, reporting, or support. You are solely responsible for all payment disputes, refunds, returns, reversals, chargebacks, fines, penalties, taxes, and losses arising from your products, services, customer interactions, payment instructions, or use of payment functionality.

Payment cost estimates, fee comparisons, debit/credit/ACH guidance, payment-routing suggestions, or other payment-related insights shown in the Service are informational only. Actual payment costs, settlement timing, and eligibility may vary based on card type, transaction type, processor rules, customer behavior, banking holidays, network rules, risk review, and other factors outside ProWorx's control.

11. Partner Services, Referrals, and Third-Party Offers

The Service may display, link to, promote, refer, introduce, or otherwise make available Partner Services, including financing, lending, merchant cash advance, equipment finance, insurance, consulting, group purchasing, marketing, operational support, or other business services provided by third parties. Partner Services are provided solely by the applicable third party and not by ProWorx.

ProWorx may receive referral fees, commissions, revenue share, marketing fees, or other compensation from third-party providers when Customer or Customer's contacts request information, submit an application, purchase services, obtain funding, bind coverage, complete a transaction, or otherwise engage with a Partner Service. You acknowledge and consent that ProWorx may receive this compensation. Unless expressly stated, this compensation does not increase any price charged by ProWorx for the subscription Service.

ProWorx is not responsible for, and does not guarantee, any Partner Service, provider, quote, application, approval, denial, underwriting decision, funding decision, financing term, insurance coverage, premium, exclusion, cancellation, claim decision, consulting advice, vendor work, delivery, support, tax treatment, savings, or business outcome. Any agreement for Partner Services is solely between you and the applicable third-party provider.

Information about Partner Services may be based on information supplied by the third-party provider and may be incomplete, out of date, or subject to change. You are solely responsible for reviewing and accepting any third-party terms, privacy policies, disclosures, applications, authorizations, fees, underwriting requirements, repayment obligations, insurance requirements, and compliance obligations before using a Partner Service.

ProWorx has no authority to bind any third-party provider, and no third-party provider has authority to bind ProWorx unless expressly authorized in a separate signed writing. ProWorx may add, remove, suspend, replace, or modify Partner Services at any time without liability.

Customer may not misrepresent any Partner Service, alter provider materials, submit false or misleading information, impersonate any person, represent that Customer is employed by or part of a partner provider, charge unauthorized fees in connection with a Partner Service, or use a partner provider's name, logo, marks, or materials except as expressly authorized by that provider.

12. AI-Assisted and Automated Features

The Service may include AI-assisted or automated features such as drafting assistance, customer-intake support, pricing suggestions, schedule recommendations, route recommendations, job summaries, categorization, transcription, sentiment analysis, or messaging assistance. These features are offered for convenience only and may be incomplete, inaccurate, delayed, biased, or inappropriate for your specific use case.

Customer is solely responsible for reviewing, approving, editing, and independently validating all AI-generated, machine-generated, or automated outputs before relying on them or presenting them to any third party. ProWorx has no responsibility for decisions made, actions taken, or losses incurred based on AI-generated or automated outputs.

AI-assisted and automated outputs do not constitute legal, tax, financial, accounting, safety, code-compliance, licensing, insurance, or other professional or expert advice.

Customer remains responsible for ensuring that any communication created, suggested, personalized, or assisted by an AI or automated feature complies with Section 9 and applicable law before it is sent.

13. Integrations and Third-Party Services

The Service may interoperate with Third-Party Services, including email providers, SMS providers, map providers, calendar providers, payment providers, app marketplaces, lead sources, review platforms, accounting tools, financing providers, insurance providers, consulting partners, and group-purchasing providers. Your use of Third-Party Services is governed by the third party's own terms and privacy practices, not these Terms.

ProWorx does not control and is not responsible for Third-Party Services, including their availability, accuracy, security, acts, omissions, outages, changes, data practices, eligibility decisions, pricing, performance, support, or compliance. We may modify or discontinue integrations at any time without liability.

14. Support, Maintenance, Changes, and Beta Features

We may modify, update, improve, limit, suspend, or discontinue any aspect of the Service at any time. We do not guarantee that any feature will remain available, that any release will occur on any particular timeline, or that any roadmap statement will be implemented.

Any alpha, beta, pilot, preview, experimental, early-access, or evaluation feature is provided "as is," may be changed or withdrawn at any time, may be less secure or less reliable than production features, and may not be used for production-critical purposes unless you accept those risks.

15. Security and Compliance Obligations

Customer must use commercially reasonable administrative, technical, and physical safeguards appropriate for its own systems, devices, personnel, and workflows. Customer is responsible for endpoint security, password management, device access controls, malware prevention, secure user offboarding, and restricting access to the Service to those with a legitimate business need.

Customer may not upload, transmit, or store through the Service any material that Customer is not legally permitted to process using the Service, including regulated or sensitive data where the Service is not designed or expressly authorized for that use. Unless expressly agreed by ProWorx in writing, the Service is not intended for use as a system of record for protected health information, cardholder data storage outside supported payment rails, classified information, or other specially regulated data sets.

No security measure, system, network, transmission method, or storage environment can be guaranteed to be completely secure. Nothing in these Terms constitutes a guarantee that unauthorized access, loss, misuse, or other security incidents will never occur.

16. Prohibited Conduct

Customer shall not, and shall not permit any Authorized User or third party to use the Service to:

• violate any law, regulation, court order, industry rule, card-network rule, processor rule, carrier rule, partner-provider rule, or third-party right;
• engage in fraud, deception, phishing, impersonation, identity theft, unfair or deceptive practices, or other harmful conduct;
• send spam or unauthorized communications, or harvest, scrape, or misuse contact information;
• upload, post, transmit, or store malware, ransomware, viruses, worms, malicious code, or harmful scripts;
• gain or attempt to gain unauthorized access to accounts, systems, data, or networks;
• interfere with, disrupt, degrade, or overload the Service or any other user's use of the Service;
• upload or transmit defamatory, obscene, unlawful, infringing, fraudulent, threatening, or abusive content;
• misrepresent identity, business qualifications, licensing, insurance, pricing, availability, reviews, service capabilities, partner status, payment terms, financing terms, insurance terms, or referral relationships;
• use the Service in connection with prohibited, unlawful, or high-risk business categories that we, our Payment Processors, our communications providers, or our service providers restrict from time to time;
• circumvent a suspension, restriction, termination, usage threshold, compliance review, underwriting review, processor review, carrier review, or partner-provider review; or
• otherwise use the Service in a manner that, in our sole judgment, creates legal exposure, customer harm, operational risk, security risk, fraud risk, carrier risk, processor risk, partner-provider risk, or reputational harm to ProWorx or any other person.

17. Anti-Discrimination, Harassment, and Abusive Conduct Policy

ProWorx expects professional use of the Service. Customer may choose whom it wishes to do business with, subject to applicable law, but Customer may not use the Service or any ProWorx-enabled communication channel, record, note, message, estimate, invoice, attachment, review request, form, campaign, partner-offer feature, or other platform feature to engage in hateful, racist, discriminatory, harassing, threatening, or abusive conduct.

Without limiting the foregoing, Customer may not use the Service to demean, insult, slur, stereotype, intimidate, threaten, exclude, segregate, advocate violence against, or otherwise target any person or group on the basis of race, color, ethnicity, national origin, ancestry, religion, age, sex, gender, gender identity, sexual orientation, disability, medical condition, veteran status, marital status, familial status, pregnancy, caste, or any other characteristic protected by law.

Prohibited conduct includes, by way of example, racist or religious slurs; derogatory references to protected traits; discriminatory customer notes; harassment through message templates or direct messaging; hateful or exclusionary instructions sent to staff or contractors through the Service; abusive review-request content; discriminatory lead-screening notes; and any content or conduct that, in our judgment, is inconsistent with a respectful and lawful platform environment.

We may investigate suspected violations and may suspend, disable, restrict, or permanently terminate any account or user immediately, without prior notice and without refund, if we believe such conduct has occurred or if continued access could expose ProWorx, its users, or the public to harm. Our enforcement rights are discretionary, cumulative, and not limited by whether the conduct also violates applicable law.

18. Investigations, Monitoring, and Enforcement

To protect the Service and its users, ProWorx may, but is not obligated to, monitor use of the Service, review Customer Data where reasonably necessary, investigate suspected misconduct, cooperate with law enforcement or regulatory requests, preserve records, and take technical or operational measures to detect or prevent fraud, abuse, security incidents, unlawful activity, or violations of these Terms.

You authorize us to take any action we reasonably believe is appropriate to protect the Service, our rights, our service providers, our users, Payment Processors, Partner Services, or third parties, including account freezes, transaction holds, message blocking, feature restrictions, user removal, data requests, referral suspension, partner-offer suspension, or permanent account termination.

19. Suspension and Termination

We may suspend, restrict, or terminate all or any part of the Service or Customer's account at any time, with or without notice, for convenience or for cause, including if we believe: (a) Customer breached these Terms; (b) Customer poses a security, fraud, abuse, processor, carrier, partner-provider, operational, legal, or reputational risk; (c) Customer failed to pay fees when due; (d) Customer is using the Service in a prohibited, unauthorized, or harmful manner; (e) a third-party provider, Payment Processor, carrier, or Partner Service requires or requests action; or (f) suspension or termination is necessary to comply with law or protect any person or system.

Customer may stop using the Service at any time, but termination or cancellation does not relieve Customer of payment obligations accrued before the effective date of termination. If the Service is terminated or suspended, Customer's access to the Service and Customer Data may be limited, disabled, or deleted in accordance with our then-current retention practices, except to the extent retention is required by law or necessary for legitimate business purposes such as dispute defense, fraud prevention, tax reporting, payment compliance, processor compliance, partner-provider compliance, or legal compliance.

Customer is responsible for exporting or otherwise retaining copies of Customer Data it wishes to preserve before termination or expiration, subject to any data-export functionality then available through the Service. ProWorx does not guarantee that Customer Data will remain available after termination or expiration except as required by law or expressly agreed in writing.

20. Intellectual Property; Feedback

The Service, including all software, interfaces, workflows, designs, content, documentation, trademarks, service marks, logos, know-how, models, and underlying technology, is owned by ProWorx or its licensors and is protected by intellectual property and other laws. Except for the limited rights expressly granted in these Terms, no rights are granted to Customer by implication, estoppel, or otherwise.

If Customer provides suggestions, ideas, enhancement requests, feature concepts, comments, or other feedback, ProWorx may use, disclose, reproduce, modify, commercialize, and otherwise exploit that feedback for any purpose without restriction, attribution, or compensation.

21. Confidentiality

Each party may receive non-public information from the other that should reasonably be understood to be confidential based on its nature or the circumstances of disclosure ("Confidential Information"). The receiving party will use the other party's Confidential Information only as necessary to exercise rights or perform obligations under these Terms and will protect it using reasonable care. Confidential Information does not include information that is or becomes public through no breach, was already known without confidentiality obligation, is independently developed without use of the other party's Confidential Information, or is rightfully received from a third party without breach of duty.

The receiving party may disclose Confidential Information to its employees, contractors, professional advisors, and service providers who have a legitimate need to know the information for purposes of these Terms and who are subject to confidentiality obligations or duties of confidentiality at least reasonably protective of the information.

A receiving party may disclose Confidential Information to the extent required by law, subpoena, court order, regulator, governmental request, Payment Processor, Partner Service provider, or service provider, provided that, where legally permitted, it gives reasonable notice so the disclosing party may seek protective treatment.

22. Privacy

Our collection, use, and disclosure of personal information are described in the ProWorx Privacy Policy, as updated from time to time. Customer remains solely responsible for its own privacy notices, consent flows, collection practices, and legal compliance with respect to the personal information it collects from end customers, employees, contractors, and other individuals.

If Customer requests or uses a Payment Processor or Partner Service through the Service, Customer acknowledges that ProWorx may disclose relevant personal information, business information, transaction information, contact information, and Customer Data to the applicable third party, and that the third party's use of such information will be governed by that third party's own terms and privacy practices.

23. Electronic Records, Signatures, and Notices

Customer consents to receive agreements, disclosures, authorizations, notices, invoices, receipts, account alerts, legal notices, policy updates, and other records electronically through the Service, by email, by electronic signature provider, or by other electronic means we make available. Customer agrees that electronic records and signatures have the same legal effect as paper records and handwritten signatures to the maximum extent permitted by law.

Customer is responsible for maintaining a valid email address, the ability to access electronic records, and the ability to download or print records for retention. Customer may request paper copies or withdraw electronic-consent where required by law by contacting us at the notice address provided in these Terms, but withdrawal may limit or prevent use of the Service or certain Third-Party Services.

24. Disclaimers

THE SERVICE, INCLUDING ALL FEATURES, OUTPUTS, CONTENT, SUPPORT, INTEGRATIONS, COMMUNICATION TOOLS, AI-ASSISTED FEATURES, PAYMENT FEATURES, PARTNER SERVICES, THIRD-PARTY SERVICES, AND ANY RELATED MATERIALS, IS PROVIDED "AS IS" AND "AS AVAILABLE" TO THE MAXIMUM EXTENT PERMITTED BY LAW. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROWORX DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AVAILABILITY, SECURITY, OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

WITHOUT LIMITING THE FOREGOING, PROWORX DOES NOT WARRANT OR GUARANTEE ANY PARTICULAR BUSINESS RESULT, CUSTOMER LEAD VOLUME, PAYMENT SUCCESS RATE, COLLECTION RATE, DELIVERABILITY RATE, RESPONSE RATE, REVIEW VOLUME, BOOKING RATE, ROUTE EFFICIENCY, CUSTOMER RETENTION LEVEL, REVENUE OUTCOME, FUNDING APPROVAL, INSURANCE APPROVAL, PARTNER-SERVICE RESULT, PAYMENT SETTLEMENT TIME, PROCESSOR AVAILABILITY, OR THIRD-PARTY PERFORMANCE.

25. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROWORX AND ITS AFFILIATES, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, PARTNERS, PAYMENT PROCESSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, CUSTOMER RELATIONSHIPS, FUNDING OPPORTUNITY, INSURANCE COVERAGE, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF PROWORX AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID BY CUSTOMER TO PROWORX FOR THE SERVICE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE EXTENT APPLICABLE LAW DOES NOT ALLOW A LIMITATION OF CERTAIN DAMAGES, THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED. NOTHING IN THIS SECTION EXCLUDES OR LIMITS LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT LAWFULLY BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

26. Indemnification

Customer will defend, indemnify, and hold harmless ProWorx and its affiliates and each of their respective owners, officers, directors, employees, contractors, licensors, partners, Payment Processors, service providers, successors, and assigns from and against any and all claims, demands, actions, investigations, proceedings, damages, judgments, settlements, losses, liabilities, fines, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to Customer's or any Authorized User's access to, use of, misuse of, reliance on, or actions taken in connection with the Service, including without limitation: (a) Customer's or any Authorized User's use of the Service; (b) Customer Data; (c) Customer's business operations, services, pricing, marketing, messages, jobs, or customer relationships; (d) Customer's violation of these Terms or applicable law; (e) claims by Customer's customers, leads, employees, contractors, or vendors; (f) alleged infringement, misappropriation, privacy violation, or publicity-right violation based on Customer Data or Customer conduct; (g) any dispute involving payments, refunds, chargebacks, reviews, communications, Partner Services, referral submissions, financing, insurance, consulting, group purchasing, or discriminatory, abusive, fraudulent, or unlawful conduct by Customer or its personnel; or (h) Customer's breach of any Payment Processor, carrier, Partner Service, or other third-party terms made applicable to Customer; (i) Customer's use of, reliance upon, modification of, distribution of, or actions taken based on any AI-assisted, automated, pricing, scheduling, routing, communication, or other output generated or suggested through the Service; or (j) any communication, call, text message, email, marketing message, review request, or other communication initiated, requested, authorized, configured, or sent by or on behalf of Customer through the Service, including claims arising under the Telephone Consumer Protection Act, the CAN-SPAM Act, the Telemarketing Sales Rule, Do-Not-Call requirements, state telemarketing laws, carrier requirements, or similar laws or rules.

27. Dispute Resolution; Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR THE PARTIES' RELATIONSHIP WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, EXCEPT THAT EITHER PARTY MAY SEEK RELIEF IN SMALL CLAIMS COURT FOR QUALIFYING CLAIMS OR SEEK TEMPORARY, PRELIMINARY, OR EMERGENCY INJUNCTIVE RELIEF IN A COURT OF COMPETENT JURISDICTION TO PREVENT IMMEDIATE AND IRREPARABLE HARM pending arbitration.

The arbitration will be administered by the American Arbitration Association under its applicable rules then in effect, as modified by these Terms, and the Federal Arbitration Act will govern the interpretation and enforcement of this arbitration provision. The arbitrator, and not any court, will have exclusive authority to resolve disputes relating to arbitrability, enforceability, scope, or formation of this arbitration provision, except to the extent prohibited by law.

EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, MASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE PROCEEDING. CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Before commencing arbitration, the claiming party must provide written notice of the dispute describing the nature of the claim and requested relief, and the parties will attempt in good faith to resolve the dispute informally for at least thirty days after receipt of such notice. If any part of the class-action waiver is found unenforceable, then only that portion will be severed to the extent required by law; provided, however, that if applicable law requires invalidation of the class-action waiver in its entirety, then the dispute-resolution structure will be enforced to the maximum extent permitted by law.

28. Governing Law and Venue

Except to the extent preempted by the Federal Arbitration Act or otherwise governed by federal law, these Terms and any dispute arising out of or relating to them will be governed by the laws of the State of Tennessee, without regard to conflicts-of-law principles. Subject to the arbitration provisions above, any action permitted to proceed in court will be brought exclusively in the state or federal courts located in Davidson County, Tennessee, and each party consents to personal jurisdiction and venue there.

29. Export, Sanctions, and Compliance with Law

Customer will not use or permit the Service to be used in violation of any applicable export-control, sanctions, anti-boycott, anti-corruption, anti-money-laundering, lending, insurance, telemarketing, privacy, tax, payment-network, or similar laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions applicable to the Service and is not identified on any government list that would prohibit provision of the Service.

30. Assignment

Customer may not assign, delegate, transfer, or sublicense any rights or obligations under these Terms without ProWorx's prior written consent. Any attempted assignment in violation of the foregoing is void. ProWorx may assign these Terms, in whole or in part, without restriction, including in connection with a merger, sale, financing, corporate reorganization, or sale of assets.

31. Force Majeure

ProWorx will not be liable for any delay, failure, interruption, or performance issue resulting from causes beyond its reasonable control, including acts of God, natural disasters, severe weather, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, utility failures, cloud or hosting outages, carrier failures, processor outages, Payment Processor failures, Partner Service failures, third-party service failures, government action, epidemic, pandemic, or cyberattack.

32. Severability, Waiver, and Entire Agreement

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect. No waiver by ProWorx of any breach or default will be deemed a waiver of any subsequent breach or default.

These Terms, together with any incorporated policies, pricing pages, order forms, partner disclosures, processor terms, and addenda, constitute the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous understandings, proposals, statements, and agreements relating to the subject matter. In the event of a conflict, a signed order form or signed written addendum expressly overriding these Terms will control solely to the extent of that conflict.

33. Survival

Any provisions that by their nature should survive termination or expiration will survive, including provisions relating to fees owed, payment disputes, license restrictions, Customer responsibility, customer communications, Payment Processors, Partner Services, prohibited conduct, investigations, suspension and termination, intellectual property, confidentiality, privacy, electronic records, disclaimers, limitation of liability, indemnification, dispute resolution, governing law, and survival itself.

34. Contact Information

ProWorx legal notices and contact details should be inserted before production use. Suggested format: Blackhawk Catalyst Technology & Consulting, LLC d/b/a ProWorx, 7051 Highway 70 S, PMB 212, Nashville, TN 37221, alex.vaysben@blackhawkcatalyst.com, Attn: Legal Notices.