1. Introduction

ProNovos provides a platform and related services (collectively, the “Services”) to facilitate the management of construction projects. These Terms of Service (these “Terms”) govern your access to and use of the Services and constitute a binding agreement between you and ProNovos. By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Services.

2. Eligibility

You represent and warrant that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction.

3. User Accounts

In order to access certain features of the Services, you will have to create an account (“Account”). You agree to provide accurate, current and complete information about yourself as prompted by the registration process, and to maintain and promptly update your Account information. You are responsible for maintaining the confidentiality of your Account password, and are solely responsible for all activities that occur under your Account.

4. Use of the Services

You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to, and will not assist, encourage, or enable others to:

1. use the Services to upload, transmit, or otherwise distribute any content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, or racially or ethnically offensive;
2. use the Services to engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services);
3. use the Services to infringe on any patent, trademark, trade secret, copyright, or other proprietary rights of any party; or
4. use the Services for any commercial purposes, except as expressly permitted by ProNovos.

5. Intellectual Property

The Services and all intellectual property rights therein, including but not limited to patents, trademarks, trade secrets, copyrights, and other proprietary rights (collectively, “Intellectual Property”), are and will remain the sole and exclusive property of ProNovos and its licensors. These Terms do not convey to you any rights of ownership in or related to the Intellectual Property or the Services.

6. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. PRONOVOS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. PRONOVOS DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

7. Limitation of Liability

IN NO EVENT WILL PRONOVOS BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. PRONOVOS’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAID TO PRONOVOS IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) $100.

8. Indemnification

You agree to indemnify, defend, and hold harmless ProNovos, its affiliates, and its and their respective officers, directors, employees, contractors, agents, licensors, and suppliers from and against all claims, losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms or any activity related to your use of the Services (including but not limited to infringement of third party rights, misuse of the Services, or negligent or wrongful conduct) by you or any other person accessing the Services using your Account.

9. Modification of Terms

ProNovos may modify these Terms at any time, in its sole discretion, by posting a revised version on the Services. Your continued use of the Services after the effective date of any modification constitutes your acceptance of the new terms. If you do not agree to any change, you must stop using the Services.

10. Termination

ProNovos may, in its sole discretion, at any time terminate or suspend all or a portion of the Services, or your use of all or a portion of the Services, with or without notice and with or without cause.

11. Governing Law

These Terms and your use of the Services will be governed under California law, excluding its conflicts of law principles.

12. Dispute Resolution

Any disputes arising out of or relating to these Terms or the Services will be resolved through binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association.

13. General Terms

These Terms constitute the entire agreement between you and ProNovos with respect to the use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. ProNovos’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. In the event of any conflict between these Terms and any contract you have entered into with ProNovos, the terms of that contract will govern.