PBS/PBT TERMS OF SERVICE and USE AGREEMENT
Version 11/1/2025
Introduction and Overview
Thank you for choosing Prosite Business Solutions LLC We provide the ProBusinessTools.com platform (the “Platform”) that encompasses any accompanying documentation, and any updates to such software or documentation (collectively, “Software”). Prosite Business Solutions LLC, simply “Prosite” or “us.”
When you use the Platform, you enter into a binding contract with us. Each section of the agreement begins with an italicized annotation that is intended to help you navigate the agreement. The annotations do not completely summarize the agreement, though, and you should read each section carefully and in full. We’ve also bolded a few areas that talk about important legal rights, and you should be sure to read those sections carefully. These provisions in Section A apply to the Platform generally and are separate from the provisions in Section B which include additional provisions for your use of specific Prosite Software or Services.
If you are an individual acting on your company’s or client’s behalf, you accept these provisions on their behalf and the term “you” will refer to you, your company, or your client.
Agreement to These Terms
You need to agree to these terms to use our Platform. By using the Platform, you are instructing us to share your data across our Platform for marketing, eligibility, and other purposes described in our Privacy Statement, consistent with applicable law. This data may include credit information and other information we obtain from third parties.
To access and/or use the Platform, you acknowledge and agree:
To the terms and conditions of this agreement (“Agreement”), which includes:
Privacy Statement;
The current version of the terms set out in Section A and Section B, Addendum A;
Any additional provisions and conditions provided separately to you for your use of the Platform, which may include terms and conditions from third parties (which we refer to as “Additional Terms”)
You are at least 18 years of age;
You are capable of forming a binding contract with Prosite;
You are not based in Cuba, Iran, North Korea, Syria, the Crimea, Donetsk (“DNR”), Luhansk (“LNR”), Kherson, and Zaporizhzhia regions of the Ukraine or any other territory that is subject to a government embargo or comprehensive sanctions (Russia), or are not otherwise prohibited from using the Platform under the laws and regulations of the United States, or any other applicable jurisdiction; and
You are not included in lists maintained by the United States or other applicable jurisdictions prohibiting transactions with and the export of US products to certain entities, people, and jurisdictions.
You understand that by using certain Services, you are providing written instructions in accordance with the Fair Credit Reporting Act and other applicable law to permit Prosite Business Solutions LLC and its affiliated companies to obtain and periodically refresh your credit information and other information about you from third parties for marketing, eligibility, and other purposes described in Prosite's Privacy Statement. You understand that your instructions authorize Prosite and its affiliated companies to obtain such information now and periodically in the future for as long as you have a registered Prosite account. We will stop refreshing your credit information when you cancel your account through your account settings.
SECTION A TERMS
Flow-Down Neutralization. PBT does not accept or assume any obligations arising from any third-party agreement, prime contract, subcontract, government contract, grant, cooperative agreement, or other instrument to which Customer is a party (“Third-Party Contract”). No terms, conditions, requirements, certifications, representations, warranties, indemnities, insurance obligations, data requirements, security controls, audit rights, or other provisions contained in any Third-Party Contract—including any federal, state, municipal, quasi-governmental, or contractor “flow-down” clauses—shall apply to PBT or be incorporated into this Agreement unless PBT expressly agrees to such terms in a separate written amendment signed by an authorized officer of PBT.
Customer shall not flow down, impose, or attempt to bind PBT to any prime-contract or subcontract obligations, procurement rules (including but not limited to FAR, DFARS, OMB, OFPP, agency supplements), government ethics or compliance requirements, mandatory insurance provisions, data-handling standards, security requirements, audit rights, facility access provisions, or any similar obligations. Any provision in a Customer subcontract, purchase order, or Third-Party Contract that purports to apply to PBT is null, void, and of no effect, and shall not create any duty, liability, or obligation for PBT.
Customer agrees that PBT is not acting as a contractor or subcontractor under any prime contract or government contract, and Customer shall not represent or imply otherwise. Customer further agrees that it will not take any action that purports to bind PBT to any Third-Party Contract restrictions.
Your Personal Information
You agree that Prosite may use and maintain your personal information according to Prosite’s Privacy Statement and any changes published by Prosite.
To the extent we allow you to input personal information (as defined under applicable law) about others, you represent and warrant that you have complied with all applicable laws and obtained proper consent to allow us to collect and process such information in accordance with our Privacy Statement . Except where otherwise required by applicable state law, you agree that such sharing does not constitute a “sale” of personal information.
Changes
Change happens. When it does happen, we will update this Agreement. If the changes are material, you may need to accept the changes to use the Platform. Similarly, there may be circumstances where we need to update or discontinue the Platform.
We may modify the provisions of this Agreement at any time. We may notify you of such modifications by posting through the Platform or on our website or by other means. It is important that you review this Agreement whenever we modify it because your continued use of the Platform indicates your agreement to the modifications.
In some cases, you may need to accept changes to this Agreement to continue using the Platform. If you do not agree to the changes, you may stop using the Platform or terminate your account.
Similarly, we may update the Platform, including with tools, utilities, improvements or third party applications. You agree to receive these updates. We may further modify, suspend or discontinue the Platform at any time. You agree that we will not be liable to you or any third party for any modification, suspensions, or discontinuance of the Platform.
Your Rights to Use the Platform
Except as set forth in the Section B terms, you may access and use the Platform solely for your own internal, lawful, and non-commercial purposes. All rights, title, and interest in and to the Platform (including all updates, enhancements, and derivatives) remain the exclusive property of the Company and its licensors. You may not modify, copy, distribute, create derivative works, reverse engineer, or otherwise attempt to extract source code from the Platform, nor rent, lease, or resell access to it.
From time to time, we may make pre-release or trial features available within the Platform. Such features are offered “as-is” for evaluation purposes only. They may be subject to additional rules or restrictions, may be changed or discontinued at any time, and are provided without warranties of any kind. Your use of such features is at your own risk.
Account
You may need to sign up for an account to use the Platform. We may need to verify your identity and you authorize us to collect information (e.g., date of birth, address) from you to do so (collectively, with all information requested to enable your account, “Account Information”). You will provide accurate, up-to-date Account Information, and we disclaim any liability arising from your failure to do so. Such failure may further limit your ability to use the Platform and affect the Platform's accuracy and effectiveness.
You are responsible for securely managing your Account Information, including any password(s) for the Platform. You will notify us immediately if you believe that your Account Information or device you use to access the Platform has been lost or stolen or that someone is using your account without your permission.
Payment & Cancellations General
The provisions in this section are general in nature. All account-specific terms and obligations are contained in Addendum A. Some Services may be free, others may have costs associated. For those with costs, we may charge your payment method for fees or on a subscription basis. You may cancel your subscription at any time (but you may not receive a refund).
ProBusinessTools.com Account Setup Process
Complete all required Prosite onboarding documentation.
Submit payment for the applicable setup fee.
Upon receipt, Prosite will create your account and provide administrative access so you may begin system configuration.
Monthly billing will commence on the 28th day of each month.
To cancel your account, you must notify Prosite and arrange payment of the final invoice. Upon request and after the final invoice is paid, Prosite will compile your data and deliver it to you in raw format.
Payments will be billed in U.S. dollars. If your payment information is not accurate, current, and complete, we may suspend or terminate your account. If you do not notify us of updates to your payment information, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
Prosite may change the price for recurring subscription fees from time to time with notice to you. Price changes will take effect at the start of the next subscription period following the date of the price change. If you do not agree with the price change, you may unsubscribe prior to the price change going into effect.
Your payment to Prosite will automatically renew at the end of the applicable subscription period but you can cancel a subscription at any time. Subscription cancellations will take effect the day after the last day of the current subscription period. If you cancel in the middle of a subscription period, you will be able to continue to access and use the applicable Service until the end of your subscription period. We do not provide refunds or credits for any cancellations or partial subscription period.
Mobile App Use
The Platform may be available through one or more apps for mobile device. You agree that you are solely responsible for any applicable changes, updates and fees as well as complying with the provisions of your agreement with your telecommunications provider and any third-party mobile app marketplace.
With respect to the applicable Software, you are only granted limited rights to use the Software you have signed up for or for which you have purchased a license or acquired a free trial. Prosite reserves all other rights in the applicable Software not granted to you in writing in this Agreement. Conditioned upon your compliance with the terms and conditions of this Agreement (including all payment obligations), Prosite grants you a personal, limited, nonexclusive, nontransferable, revocable license to use the applicable Software only for the period of use provided in the ordering and activation terms (as applicable), as set forth in this Agreement or in Prosite’s then-current product discontinuation policies (as updated from time to time) and only for the purposes described by Prosite for the applicable Software.
You acknowledge and agree that such Software is licensed, not sold.
You will not delete or in any manner alter the copyright, trademark and other proprietary rights notices or markings appearing on the Software.
Discontinuation Policy
Discontinuation of Platform or Features. We may, in our sole discretion, retire or discontinue any portion of the Platform, including specific features, modules, or pre-release functionality. For discontinued portions of the Platform, we will provide you with at least 60 days’ notice prior to the effective discontinuation date. For high-dependency features or enterprise customers, we may provide extended notice or temporary continued access to facilitate a smooth transition.
Phased Discontinuation. Where feasible, discontinuation may occur in phases, allowing you to continue using existing functionality while migrating to alternative solutions or updated features.
Data Export and Transition Assistance. During the notice period, we will provide reasonable assistance to help you export your data or transition to replacement features, including documentation, tools, and support. You are responsible for ensuring that data exported during this period meets your operational and legal requirements.
Fees and Payments. No refunds or credits will be provided for subscription fees or other charges already paid for discontinued features, unless otherwise required by applicable law. Any fees for new or replacement features will be communicated prior to their availability.
Reservation of Rights. All rights, title, and interest in and to discontinued portions of the Platform remain with the Prosite and its licensors, and no implied licenses are granted beyond those expressly stated in this Agreement.
Advice and Third Party Services and Products
We may offer specific functionality in the Platform that provides you with the opportunity to seek professional advice. Unless specifically disclosed, Prosite is not in the business of providing legal, financial, accounting, tax, health care, insurance, real estate or other professional service or advice, and you should consult with professionals for advice prior to making important decisions in these areas.
The Platform may also include information about or offers for third-party services or products or allow you to connect your account to or otherwise access third-party services or products. Prosite does not warrant, and is not responsible for, such third party services and products or claims made about them, or the actions or inactions of any third party. You must review and comply with any Additional Terms. Prosite may be compensated by those third parties, which could impact whether, how and where the services and products are displayed.
Content and Data
You are solely responsible for anything you write, submit, receive, share and store or any data you input into the Platform (collectively, your “Content”). Content includes, but is not limited to, data, information, materials, text, graphics, images, audio, video that are uploaded, transmitted, posted, generated, stored, or otherwise made available through the Platform. You have no obligation to provide any content to the Platform, and you’re free to choose the content that you want to provide. You acknowledge certain functionality in the Platform may be dependent on the provision of Content and may not be available without such Content.
Your Content remains yours, which means that you retain any intellectual property rights that you have in your Content. By sharing your Content on the Platform, you hereby grant Prosite a license to use your Content, as described in more detail below.
1. What's covered
License to Use Your Content. You grant us a limited, non-exclusive license to use, store, and process any content you provide through the Platform, but only to the extent you own the rights to that content. This license allows us to operate, improve, and provide the Platform and its services, and does not give us ownership of your content.
2. Scope
This license is:
Worldwide, which means it’s valid anywhere in the world;
Non-exclusive, which means you can license your Content to others; and
Royalty-Free License. You grant us a license to use your content for the purposes described in this Agreement without any payment or royalties to you.
3. Rights
This license allows Prosite to:
Host, reproduce, distribute, communicate, sublicense and use your Content — for example, to save your Content on our systems and make it accessible from anywhere you go;
Publish or publicly display your Content, if you’ve made it visible to others; and
Modify and create derivative works based on your Content, such as reformatting or translating it
4. Purpose
This license is for the limited purpose of:
Operating, providing and improving the Platform, which means allowing the Platform to work as designed and creating new features and functionalities.
5. Duration
This license lasts for as long as your Content is protected by intellectual property rights.
Prosite may collect, derive or generate deidentified and/or aggregated data regarding your usage of or the performance of the Platform, including data derived from your Content. Prosite will own all such data and may use this data without restriction, including, but not limited to, operating, analyzing, improving, or marketing Prosite’s products and services, including the Platform.
Prosite and its licensors retain all rights, title, and interest in the Platform, including all software, features, updates, and intellectual property. You are only granted the limited rights to use the Platform as expressly set forth in this Agreement and do not receive any ownership or other rights in the Platform.
Prohibited Uses
Prosite does not condone or support any activity that is illegal, violates the rights of others, harms or damages Prosite’s reputation, or could cause Prosite to be liable to a third party. At minimum, you may not use the Platform to:
Violate any law, regulation, executive order or ordinance, including through actions that give rise to criminal, civil, administrative or regulatory liability and/or fines;
Post, generate, or share Content that is or may be illegal or inappropriate, including material that may be defamatory, obscene, harassing, offensive, fraudulent, objectionable, false or misleading, or infringing;
Transmit any virus, trojan horse, or other disruptive or harmful software or data;
Send any unsolicited or unauthorized advertising, such as spam;
Impersonate or misrepresent your affiliation with Prosite;
Reproduce, modify, resell, license, or provide free or unauthorized access to the Platform or make the Platform available on any file-sharing, virtual desktop or application hosting service;
Attempt to reverse engineer, decompile or disassemble in any way any of the Platform;
Engage in unauthorized access, monitoring, interference with, or use of the Platform or third party accounts, information (including personal information), computers, systems or networks, including scraping or downloading content that doesn’t belong to you;
Use the Platform for general archiving or back-up purposes; or
Encourage or enable any other individual to do any of the above or otherwise violate this Agreement.
We take copyright seriously at Prosite. We respect the copyrights of others and expect you to do the same. If you repeatedly infringe the copyrights of others, we may terminate your account.
Prosite may terminate your use of the Platform based on our reasonable suspicion that your activities, business or products are objectionable or promote, support or engage in any of the prohibited uses described above.
Prosite may (but has no obligation to) monitor the use of the Platform or Content and may edit or remove any Content. We may disclose any information necessary to satisfy our legal obligations, protect Prosite or its customers, or operate the Platform properly.
Forums; Feedback
The Platform may include features that enable you to exchange Content and information with other users of the Platform and the public. Prosite does not support and is not responsible for the Content in communications. Please be respectful when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Prosite is not responsible.
You may provide Prosite your feedback, suggestions, or ideas for the Platform. You grant Prosite a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty free license to use your feedback, suggestions, and ideas in any way, including in future modifications of the Platform, other products or services, advertising or marketing materials.
Termination
This Agreement is effective until your subscription expires or you cancel your account or Prosite terminates this Agreement (or your account). Prosite may terminate this Agreement (and your account) or suspend the Platform at any time in our discretion.
Please note that removing an Prosite mobile app from your device may not cancel your subscription or delete your data. If you want to cancel your subscription for a Service, please follow the applicable Service instructions. If you wish to delete your data from a Service, please Contact Prosite.
Effect of Termination
Upon expiration of your subscription or cancellation of your account, or Prosite’s termination of your account or this Agreement, you must immediately stop using the Platform and pay all fees for Platform used. No expiration or termination will affect your obligation to pay all fees due or that may have accrued through the effective date of expiration or termination or entitle you to any refund.
Services Rendered and Billing
Unless otherwise stated in an order form or pricing schedule, fees for the Platform, including subscription fees, usage fees, or other services provided under this Agreement, may be billed in arrears or in advance. “Billed in arrears” means that charges are invoiced after the services have been delivered or the applicable billing period has ended, with payment due within the period set forth in the invoice. “Billed in advance” means that charges are invoiced prior to the applicable billing period or delivery of services, with payment due in accordance with the invoice.
You agree to pay all invoiced amounts in accordance with the terms of this Agreement. Any late payments may accrue interest at the maximum rate permitted by law, and we may suspend or terminate access to the Platform until payment is received.
Survival
The following Sections will survive any termination, discontinuation or cancellation of the Platform or your account: “Your Personal Information,” “Payment and Cancellations” (with respect to fees due and unpaid), “Content and Data,” “ Feedback,” “Effect of Termination,” “Disclaimers,” “Limitation of Liability,” “Indemnity Obligations,” “Disputes,” and “General Terms (Miscellaneous)”.
Prosite Communications
In order to properly support and serve you, we occasionally need to reach out and contact you, and may do so in a variety of ways such as email or phone. You will need to notify us of any changes to your contact details to ensure your preferences are updated.
You may provide us with your telephone number as part of your customer record or registration or via other methods. In addition, you agree that Prosite may send pre-recorded voice messages to the telephone number you provide for other limited purposes, including: providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services.
Third Party Account Information
When you direct Prosite to retrieve your account information from third parties, you authorize and permit us to use and store that information and other information you submit through the Platform (such as usernames and passwords) for purposes of providing the Platform and Services to you. You grant Prosite a limited power of attorney to access those accounts and retrieve your account information, without additional notice to you. Prosite will be acting as your agent and will not be acting on behalf of the third party.
Prosite does not review third party account information for accuracy and is not responsible for any issues or expenses resulting from such account information, including any inaccuracy, error, delay, or non-delivery. For clarity, Prosite is not responsible for any payment processing errors or fees arising from inaccurate account information provided by third parties.
Disclaimers
Customer acknowledges and agrees that Prosite does not maintain Errors and Omissions (E&O) insurance or professional liability insurance. Customer further agrees that Prosite has no obligation to carry such insurance and that the absence of E&O coverage does not expand or modify any warranties, remedies, or liability limits under this Agreement. Customer assumes all risks arising from its use of the Services, and Prosite’s total liability remains limited as set forth in this Agreement.
WARRANTY, REMEDIES, AND LIMITATION OF LIABILITY
1 AS-IS WARRANTY DISCLAIMER
THE SERVICES, SOFTWARE, DOCUMENTATION, AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS.” PBT MAKES NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITATION, PBT DISCLAIMS ALL:
warranties of merchantability;
warranties of fitness for a particular purpose;
warranties of design, development, workmanship, or conformity to specifications;
warranties of performance, availability, accuracy, or reliability;
warranties arising by usage, course of dealing, or trade practice;
any government procurement warranties (including those under FAR, DFARS, OFPP, OMB, or agency supplements).
Customer acknowledges that no representation, demo, or statement creates any warranty not expressly stated in this Agreement.
2 Exclusive Remedy
Customer’s sole and exclusive remedy for:
any dissatisfaction with the Services,
any defect, delay, outage, or error,
any nonperformance or underperformance,
or any claim that PBT breached this Agreement
is termination of the Services in accordance with this Agreement.
PBT has no obligation to repair, replace, re-perform, correct, or improve the Services.
3 No Performance Guarantees
PBT does not guarantee that the Services will:
run uninterrupted or error-free,
meet Customer’s business or technical requirements,
integrate with Customer systems,
produce expected outcomes,
or maintain specific uptime levels.
Performance may vary and PBT is not liable for variations or failures.
4 No Reliance
Customer acknowledges it is not relying on any:
marketing statements,
demonstrations,
feature descriptions,
performance projections,
future roadmap items,
emails, or
oral or written representations
other than those expressly stated in this Agreement.
All prior statements are expressly disclaimed and superseded.
5 Limitation of Liability
Limitation of Liability; Absolute Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PBT’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR ANY PROFESSIONAL SERVICES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT EQUAL TO THE FEES PAID BY CUSTOMER TO PBT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR FIVE THOUSAND DOLLARS ($5,000), WHICHEVER IS LOWER.
6 Exclusion of Damages
IN NO EVENT SHALL PBT BE LIABLE FOR:
consequential,
incidental,
special,
punitive,
exemplary,
reliance,
lost profits,
lost business opportunities,
lost data,
or indirect damages,
even if PBT has been advised of their possibility.
7 Non-Applicability of Customer Flow-Down Liabilities
Under no circumstances shall PBT have any liability for:
Customer’s government contract obligations,
Customer’s prime/subcontract requirements,
flow-down clauses,
FAR/DFARS requirements,
government audit results,
procurement penalties, or
any liabilities imposed on Customer by a third party.
Such liabilities are expressly excluded from PBT’s obligations and liability.
8 Allocation of Risk
The parties acknowledge that:
this Section reflects a reasonable allocation of risk,
PBT’s fees are based on this allocation,
and enforcing this Section is essential to PBT providing the Services.
THIS LIABILITY CAP APPLIES NOTWITHSTANDING:
any term or condition contained in a Customer purchase order,
any flow-down clause,
any requirement in a prime contract or subcontract,
any government procurement clause (including FAR, DFARS, OMB, OFPP, or agency supplements),
any vendor portal or externally-provided terms, or
any other agreement, instruction, regulation, or mandatory clause provided or referenced by Customer or any third party.
No third-party document, procurement rule, or contractual framework may increase PBT’s liability beyond the cap stated in this Agreement.
Excluded Damages.
The Prosite Parties are not liable for: • Loss of data, profits, revenue, business opportunities, goodwill, or anticipated savings; • Indirect, incidental, or consequential damages; • Punitive damages; or • Damages arising from failures of telecommunications, internet, electronic communications, corruption, security breaches, viruses, spyware, or other harmful components.
These limitations apply even if the Prosite Parties have been advised of the possibility of such damages. This Agreement constitutes your exclusive remedy with respect to the Platform and its use.
Customer Indemnification. Customer shall defend, indemnify, and hold harmless PBT and its affiliates, and their officers, directors, employees, contractors, and agents (“PBT Indemnitees”) from any claim, investigation, action, fine, penalty, loss, damage, liability, or expense (including reasonable attorneys’ fees) (“Claims”) arising out of or relating to:
Customer Operations & Legal Compliance Any Claim by a government authority, regulator, law enforcement entity, prime contractor, or subcontractor arising from Customer’s business operations, use of the Services in a regulated or government environment, failure to comply with applicable laws, or obligations under any government contract, subcontract, grant, or flow-down requirement.
Use of the Services Any Claim arising from Customer’s use or misuse of the Services, configuration choices, failure to secure accounts, or business decisions based on data from the Services.
Customer Data & Content Any Claim relating to Customer Data or content submitted to the Services, including allegations of privacy violations, unauthorized disclosure, data breach, or improper handling of regulated data (including PCI, PHI/HIPAA, CJIS, CUI, export-controlled, or similar restricted data).
Violations of Law Any Claim alleging Customer’s violation of consumer protection, privacy, telecommunications, anti-spam, industry-specific, export/import, sanctions, or any other applicable law.
Third-Party & Contract Claims Any Claim by a third party alleging infringement or misappropriation caused by Customer Data, violation of third-party rights, or disputes arising from Customer’s relationships with its clients, subcontractors, employees, suppliers, or partners.
Flow-Down and Government Contract Liability Any Claim arising from or relating to any flow-down clause, procurement requirement, or obligation imposed on Customer by a government entity or prime contractor. PBT shall have no liability for any Customer obligation under Customer’s government contracts or third-party agreements.
Order of Precedence
Provider does not accept the incorporation of non–SaaS prime contract clauses, federal flow-downs, or customer-supplied addenda. Any such clauses appearing in a SOW or appendix are null unless expressly accepted in a mutually executed amendment.
Legal Exceptions. To the extent you are legally exempt from certain responsibilities, including indemnification, those exemptions apply. For example, certain governmental or international entities (such as the United Nations) may be immune from legal obligations, and this Agreement does not override those immunities.
No Modification by External Terms
The liability cap:
cannot be increased, expanded, multiplied, or reset by any external agreement;
cannot be modified through incorporation by reference or system-generated terms;
and prevails over any conflicting limitation of liability clause in any Customer or government contract.
Only a written amendment signed by an authorized officer of PBT may modify the liability cap
No Third-Party Rights; No Obligations to Others. This Agreement is solely between Customer and PBT. No third party has any rights under this Agreement, and no third party may enforce any part of it. PBT does not owe, assume, accept, or undertake any duties, obligations, or liabilities to:
Customer’s clients,
Customer’s prime contractors or subcontractors,
any entity in Customer’s supply chain,
any government agency or authority (including the U.S. Government), or
any third party referenced in, connected to, or benefiting from Customer’s contracts.
No terms in any Customer agreement, prime contract, subcontract, flow-down clause, purchase order, or government contract create any obligation or liability for PBT, nor do they grant any third party any right against PBT. Any attempt to impose such obligations or rights is void and without effect.
Customer Responsibility for Its Clients and Contracts. Customer is solely responsible for its own customers, prime contractors, subcontractors, end users, and any third parties with whom Customer does business. Customer is fully responsible for:
meeting its obligations under any prime contract, subcontract, or customer agreement;
complying with any government, industry, or contractual requirements imposed on Customer;
managing its own service levels, deliverables, reports, certifications, and disclosures; and
the acts, omissions, data, and behavior of all persons who access the Platform through Customer’s accounts.
PBT has no responsibility or liability for Customer’s contractual commitments to others, including:
Customer’s clients,
Customer’s prime contractors,
Customer’s downstream subcontractors,
any government entity or agency, or
any obligations passed to Customer under a flow-down, procurement clause, or government contract.
Nothing in Customer’s agreements with third parties imposes duties, liabilities, or performance requirements on PBT.
Platform-Only Use; No On-Site or Facility Obligations. Customer agrees that all Services are provided remotely through the Platform only. PBT does not provide, and Customer shall not request or require:
any on-site access,
any physical presence at Customer locations, client locations, government facilities, or secure sites,
any physical security requirements, visitor controls, personnel screening, escorts, background checks, or facility-specific access protocols, or
any compliance with government facility regulations, including but not limited to:
federal, state, or local security rules,
controlled facility standards,
badge/access requirements,
government physical security policies, or
any facility-clearance programs.
PBT has no obligation to enter, access, or comply with the policies of any Customer site, any Customer client site, any prime contractor site, or any U.S. Government installation or facility. All Services are delivered exclusively through the hosted Software-as-a-Service Platform, and Customer shall not represent or imply otherwise in any third-party or government contract.
No Importer or Exporter of Record Obligations. PBT is not an importer of record or exporter of record for any materials, data, equipment, technology, or transactions used with or related to the Platform. PBT does not accept, assume, or undertake any import, export, customs, shipping, logistics, or international trade compliance obligations on Customer’s behalf.
Customer is solely responsible for:
complying with all import and export control laws,
determining any licensing or classification requirements,
handling all customs filings or declarations,
managing cross-border data transfers, and
ensuring that Customer’s use of the Platform complies with applicable trade regulations.
No term in any Customer contract, purchase order, government requirement, or flow-down clause may designate PBT as an importer of record, exporter of record, or trade compliance agent. Any attempt to do so is void and without effect.
No Federal Contractor or Procurement Obligations. PBT does not certify to, comply with, or perform any requirements applicable to federal contractors or government subcontractors. This includes, without limitation, any federal procurement rules, FAR or DFARS clauses, government reporting obligations, mandatory flow-downs, compliance certifications, labor or ethics programs, socio-economic requirements, cybersecurity requirements, or any other term associated with government contracting.
Customer agrees and acknowledges that PBT is not performing government procurement activities of any kind and is not acting as a federal contractor, subcontractor, or supplier under any U.S. Government contract, grant, cooperative agreement, or purchase order.
Any clause, requirement, term, obligation, or certification arising from a government contract, prime contract, subcontract, or flow-down—whether referenced, incorporated by reference, included in a purchase order, or presented through a vendor portal—is expressly rejected, has no force or effect on PBT, and does not create any duty or liability for PBT unless expressly accepted in a separate written amendment signed by an authorized PBT officer.
Publicity and Marketing Use. PBT may use Customer’s name and logo in PBT’s marketing materials, website, proposals, and customer lists unless Customer provides written notice opting out. Customer agrees that PBT’s standard marketing use does not require additional approval.
Customer may not restrict or prohibit PBT’s publicity, marketing activities, or use of Customer’s name or logo except as expressly agreed in a separate written amendment signed by both parties.
Assignment. PBT may assign this Agreement, in whole or in part, in connection with a merger, acquisition, corporate reorganization, sale of assets, or other business transaction without Customer’s consent.
Customer may not assign, transfer, delegate, or sublicense any rights or obligations under this Agreement—whether by contract, operation of law, change of control, merger, or otherwise—without PBT’s prior written consent. Any attempted assignment by Customer without consent is void and has no effect.
Disputes
Binding Arbitration and Small Claims. Any dispute, claim, or controversy arising out of or relating to the Platform or this Agreement (a “Claim”) shall first be addressed through good-faith informal discussions. If the Claim is not resolved within 60 days, either you or Prosite may elect to resolve it by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, or in small claims court in your county of residence.
Arbitration Rules. Arbitration will be conducted by a single neutral arbitrator licensed to practice law in West Virginia. Arbitration is limited to your individual claim and may not be consolidated with other claims or brought as a class or representative action, except where California law prohibits such waivers for consumers. The arbitrator may award the same remedies available in court, except for public injunctive relief, which must be sought in court. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
Fees and Costs. Each party is responsible for its own attorneys’ fees, except as required by law or if the arbitrator finds a claim frivolous or brought for an improper purpose. Prosite will reimburse your initial AAA filing fee if it exceeds the equivalent filing fee in West Virginia small claims court.
Governing Law. This Agreement and any Claim or dispute arising out of or related to it shall be governed by the laws of the State of West Virginia, without regard to conflict-of-law principles, To the extent California law provides non-waivable consumer protections, you acknowledge and assume full responsibility for compliance with such laws, and Prosite shall not be liable for any consequences arising from such protections.
Survival and Waiver. This arbitration provision survives termination of this Agreement. By agreeing to arbitration, you and Prosite waive the right to a jury trial for claims subject to arbitration and agree not to pursue class or representative actions, In the event California law limits or prohibits any waiver of rights, you acknowledge and assume full responsibility for compliance with such laws and agree that Prosite shall not be liable for any consequences arising from such limitations..
General Terms (Miscellaneous)
This Agreement, including any Section B terms, is the entire agreement between you and Prosite and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter.
Governing Law
This Agreement, the Platform, and any disputes arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of West Virginia, without regard to its conflict of law principles.
The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions in this Agreement.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Compliance with Global Trade Laws and Restrictions
You are allowed to use the Platform under the laws of the U.S. and other applicable territories. The Platform shall not be exported to jurisdictions that are subject to embargoes or comprehensive sanctions.
You agree that you and anyone who uses the Platform, including the related website, online services and mobile apps, are not prohibited from using the Platform under the laws and regulations of the United States or other applicable jurisdiction. For example, you will not use, export, re-export, import, sell, release, or transfer the Platform, the Software or the Service directly or indirectly, except as authorized by United States law, the laws of the jurisdiction where the Platform and Software are made available, and any other applicable laws and regulations. In particular, but without limitation, the Platform, Software, Services, source code, and technology may not be exported, or re-exported, transferred, or released (a) into any U.S. embargoed and comprehensively sanctioned jurisdiction (Cuba, Iran, North Korea, Syria and the Crimea, Donetsk (“DNR”), Luhansk (“LNR”), Kherson, and Zaporizhzhia regions of the Ukraine) and Russia; or (b) to anyone included in the U.S. Treasury Department’s list of Specially Designated Nationals or on any other applicable restricted party lists. You also agree that you will not use the Platform, Software and Services for any purposes prohibited by United States law. In addition, you certify that neither you nor any principals, officers, directors, or any person or entity (including any beneficiaries, owners, affiliated and/or associated parties) you know to be directly involved with the use of the Platform, Software and the Services are not: (a) on any sanctions lists in the countries where the Platform, Software and Services are available, (b) doing business in any of the U.S. embargoed countries, and (c) a military end user as defined in 15 C.F.R § 744.
Audit Limitation; No Access to PBT Systems, Data, or Records. Customer acknowledges and agrees that PBT does not grant, and Customer shall have no right to conduct, require, or request any audit, inspection, assessment, examination, verification, review, or access of any kind with respect to:
PBT’s systems, networks, applications, databases, or infrastructure;
PBT’s books, financial records, billing records, or internal controls;
PBT’s logs, configuration files, security systems, or operational data;
PBT’s facilities, equipment, hardware, or physical locations;
PBT personnel, internal processes, or procedures.
All such audit rights are hereby expressly disclaimed and rejected in their entirety, regardless of whether such audit rights appear in a Customer purchase order, subcontract, vendor portal, or any flow-down clause.
Permitted Security Information (PBT’s Sole Discretion Only)
Upon written request, and only at PBT’s sole discretion, PBT may choose to make available one or more of the following:
A SOC 2, ISO 27001, or similar security certification or summary (if available);
A high-level written security overview or questionnaire response;
A copy of PBT’s information security policy summaries.
PBT may decline to provide any such documentation for any reason, and doing so shall not create any ongoing obligation to provide updates, reports, access, or additional information.
Rejection of Government-Style Audit and Records-Access Clauses
PBT expressly rejects, and Customer agrees PBT is not subject to, any audit, inspection, examination, or records-access clause arising from:
Federal Acquisition Regulation (FAR)
Defense Federal Acquisition Regulation Supplement (DFARS)
Agency supplements (e.g., DoD, GSA, DHS, DOE, HHS)
OMB, OFPP, NIST, CMMC, FedRAMP, or similar frameworks
State or local procurement codes
Prime-contract or subcontract audit requirements
Any clause requiring “access to records,” “books and records inspection,” “cost or pricing data,” “government audit rights,” or similar procurement-style requirements.
Any such provision included or referenced in a Customer’s contract, prime contract, subcontract, purchase order, or vendor system is null, void, and of no effect with respect to PBT.
No Implied Audit Rights
Customer acknowledges that:
No audit right arises from PBT’s performance,
No audit right arises from Customer’s use of the Services,
No audit right arises from any prime contract or government requirement, and
No audit right may be incorporated by reference, implication, or flow-down.
Only the express language in this clause governs audit rights.
Customer Covenant Not to Flow Down Audit Obligations
Customer shall not:
(a) represent or imply that PBT is subject to any audit obligations; (b) flow down any audit or inspection clause from a third-party contract or government entity; (c) require PBT to comply with any records-access obligation; or (d) include PBT in any audit required of Customer by a regulator, prime contractor, or government agency.
Customer shall defend and indemnify PBT from any claim arising from Customer’s failure to comply with this covenant.
Government End Users of Software
Even if you are a government end user, your rights to Software are limited to what is described in this Agreement.
The Software is a "commercial item" as that term is defined in FAR 2.101, consisting of "commercial computer software," as such term is used in FAR 12.212 and DFARS 227.7202. If the Software is being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the Software will be only those specified in this Agreement.
Waiver
If we waive some of our rights under this Agreement, it doesn’t mean we waive our rights in other circumstances.
Prosite’s failure to act or enforce any of its rights does not constitute a waiver of any of our rights. Any waiver by Prosite of any of the provisions in the Agreement must be made in writing and signed by a duly authorized officer of Prosite.
Assignment
You can’t transfer this Agreement or your right to use the Platform to someone else without our permission.
Prosite may assign or transfer this Agreement to any party at any time without notice to you. You may not assign your rights under this Agreement, by operation of law or otherwise, without our consent. Any attempts to do so without our consent will be void.
Severability
If a court voids a term of this Agreement, the other terms will not be affected.
If any provision of this Agreement is unlawful, void, or unenforceable for any reason, then that provision will be severed and the remaining provisions will remain in full force and effect.
Contact Information
If you have any questions about the Platform or this Agreement, please contact Prosite support.
Product Specific Terms
SECTION B TERMS
Version 10152025
Your use of the Services provided by Prosite (as defined in the Section A Terms) are subject to the Section A Terms above and these Additional Terms and Conditions (“Section B Terms”). These Section B Terms will prevail over any conflict or inconsistency with the Section A Terms.
1. USERS
When you initially register for and create an account for a ProBusinessTools.com subscription, you are, or a party that you authorize is, the “Administrator”. Administrators may authorize additional users to access the applicable Services through the same account, subject to limitations based on the subscription you purchase (such users, “Additional Users”). All Additional Users will be required to accept the Agreement before accessing Services through the Administrator's account. Only Administrators may designate another individual as a replacement administrator and you as an Administrator are responsible for your Additional Users' access to the Services. Once an Administrator closes or terminates access to a Service, Additional Users will no longer be able to access such Service or any Content (defined in the Section A Terms) within the Service. If you are an Administrator, you agree to provide sufficient prior notice to your Additional Users of your desire to terminate access to any of the Services they access through your account. Any violation of the Agreement by any Additional User may result in the termination of an Administrator’s or other Additional User’s access to the Services. Additional Users may not have the same level of access or rights as an Administrator. If you are an Administrator, you warrant that you have obtained all necessary authorizations from each Additional User to: (i) act as their agent in using the Services on their behalf and you accept all liability arising from their use of the Services; and (ii) allow Prosite to provide the Services.
2. SUBSCRIPTION USAGE LIMITS
We may limit usage for some features of the Services that require a subscription based upon the subscription you purchased.
Deactivation/Cancellation When Exceeding Usage Limits
If you exceed the usage limits for your subscription to the Services, we may, at our discretion, charge additional fees for the overage based on our then-current pricing or cancel or suspend your subscription and access to the affected Services and data, without prior notice.
If your access to the applicable Services is terminated, you will not be charged further for your subscription; however, you will not be entitled to any proration of fees or refunds for unused subscriptions.
We reserve the right to maintain your data in a read-only format for purposes of reviewing historical activity, which you may have access to for up to twelve (12) months after termination of access.
Downgrade
If you choose to downgrade to a Services plan with a lower usage limit, you will not be able to complete the downgrade until your company file is under the new Services plan's usage limits.
Reactivating Subscriptions
You must be within your plan’s usage limits prior to reactivating the Services subscription.
3. ADMINISTRATOR ACCESS AND DISPUTES POLICY AND PROCEDURE
If a person contacts Prosite and requests that he or she should be designated as the Administrator of an account that permits Administrators for any reason (including, but not limited to, due to the death or departure of the registered Administrator, a change in your ownership, etc.), but has not been designated by the current Administrator as a replacement Administrator, Prosite reserves the right to determine, in its sole discretion, and without notice to you, whether that person should be designated as the Administrator.
Disputes sometimes arise between or among multiple persons concerning the right to be designated as the Administrator (including, but not limited to, in the event of a dispute between your owners, etc.). In that instance, Prosite reserves the right to determine, in its sole judgment, and without notice to you, whom should be designated as the Administrator. However, Prosite may be unable, and is not obligated, to resolve any such disputes. If, in Prosite’s sole discretion, Prosite attempts, but concludes that it is unable, to determine whom should be designated as the Administrator, Prosite reserves all rights, including, but not limited to, the right to suspend or terminate your account and use of the Services, and/or require a court order to determine the rightful Administrator.
In determining access or whom should be Administrator, Prosite may request and review documentation from the person making the request (including, but not limited to, government-issued photo identification, proof of payment of your subscription, an affidavit, a signed permission letter from your owner, documents showing the successorship of your business or legal documents that tie the request to your business, etc.). You acknowledge and accept the foregoing Administrator access and disputes policy and procedure and hereby release Prosite from all liability and all claims for damages, or any other liability whatsoever, that may arise out of or relate to Prosite following said policy and procedure.
4. THIRD-PARTY COMMUNICATIONS USING MESSAGING SERVICES
Some Services available on the Platform may enable you to send short-code SMS/MMS messages to third-parties, such as your employees, customers, and vendors (“Messaging Services”).
You represent and warrant that the owners, which shall include the subscriber and/or authorized user(s), of the phone numbers to which you transmit outbound text messages through the Platform have expressly consented or otherwise opted-in to the receipt of such messages, in accordance with the Telephone Consumer Protection Act, the Telemarketing Sales Rule, and other applicable federal, state, local laws, statutes and regulations, and industry guidelines and best practices, including, but not limited to, the CTIA Short Code Monitoring Handbook and the CTIA Messaging Principles & Best Practices (hereinafter, “Consent(s)”). You will ensure that any and all Consents necessary for such messages have been obtained, including, without limitation, consent for the delivery of transactional, informational, commercial and/or marketing messages.
Prosite may allow, at our discretion, the ability to upload previously opted-in phone numbers to the Platform. You acknowledge and agree that you shall have sole responsibility for obtaining any Consents for uploaded phone numbers and for complying with any terms and/or conditions that may govern or apply to these previously opted-in phone numbers. You agree that you will only import, add, edit, access and otherwise use in connection with the Platform phone numbers with proof, which you shall retain, of Consent to receive communications from You. By uploading and/or messaging any phone number using the Platform, you represent and warrant that you have obtained such Consent for the phone number and further that such Consent is valid at the time you send any message to such phone number. We reserve the right, at our sole and absolute discretion, to suspend or deny access to import functions, to impose a stringent qualification process, to require proof of consent or opt-in method, or to require documentation of your or your organization’s legal identity.
You agree that you will not access or otherwise use any third-party list of phone numbers or otherwise engage in unsolicited messaging in connection with the Platform.
You agree that you are responsible for the receipt and implementation of any revocation, opt-out instruction, or “Do-Not-Call” (“DNC”) requests for any and all phone numbers uploaded and/or contacted using the Platform, and that it is your sole responsibility to ensure that any such requests are properly documented, including but not limited to placing such phone number(s) on your company-specific DNC list, and honoring such requests immediately. You further agree that you will not initiate any subsequent messages to any phone number after a DNC or other opt-out or revocation request is made in regard to that phone number.
You agree not to send messages to any phone number beyond the frequency or scope represented in any disclosures or terms or in relation to the Consent applicable to such phone number.
You agree to represent truthfully your identity, the identity of your organization, your product(s) or service(s), availability of goods or services, pricing, benefits, and any other offering aspects in your content or messaging.
You are solely responsible for the content of messages you send using the Platform and you agree to comply with all local, state, and federal laws and regulations as well as general industry best practices governing your content. Prosite maintains a no-tolerance policy toward spam.
You agree to Prosite’s Anti-Spam Policy: The following terms and information constitute an introduction to the general contours of responsible, permission-based text messaging. This general information is not an exclusive source for applicable laws, guidelines, and compliance responsibilities pertaining to Your use of the Messaging Services. This policy is not intended to nor shall it be deemed to constitute legal advice. You should consult a lawyer for legal advice on Your messaging practices. The information herein is provided merely as a courtesy and is not intended to replace Your responsibility to familiarize yourself with and abide by the legal requirements pertaining to Your messages prior to using the Messaging Services.
What is spam? Spam is any type of unsolicited message. You should not assume that an existing relationship with any message recipient constitutes permission to send text messages. For example, if a customer disclosed a mobile number to You in the course of business but did not give You specific permission to send messages, You may not have permission to send text messages to that mobile number. Also, some federal and state laws restrict the hours and days when certain calls can be made.
Before using the Messaging Services, You agree to review and abide by all federal, state, and local laws, statutes and regulations as well as applicable text/SMS/MMS messaging/telecommunications industry guidelines, including, but not limited to, the following laws and guidelines, and to check for any revisions, as they may be amended over time:
Telephone Consumer Protection Act ("TCPA"), 47 U.S.C. § 227, et seq., and related regulations, 47 C.F.R. Part 64.1200, et seq;
Telemarketing Sales Rule ("TSR"), 16 C.F.R. Part 310, et seq.;
Controlling the Assault of Non-Solicited Pornography and Marketing ("CAN-SPAM") Act of 2003;
Mobile Marketing Association ("MMA") U.S. Consumer Best Practices Guidelines for Messaging;
Cellular Telecommunications Industry Association ("CTIA") Best Practices and Guidelines for Location-Based Services;
CTIA Messaging Principles and Best Practices;
CTIA SMS Interoperability Guidelines; and
CTIA Short Code Monitoring Program Handbook.
For further information, please visit websites, including:
Federal Communications Commission, http://www.fcc.gov
Federal Trade Commission, http://www.ftc.gov
Do-Not-Call Registry Info, http://www.donotcall.gov
MMA, http://www.mmaglobal.com
CTIA, http://www.ctia.org
Although Prosite does not assume the duty or obligation to monitor messages, we reserve the right, in our sole and absolute discretion, to monitor any and all messages created or sent by you or any third party at any time without prior notice to ensure that they conform to the guidelines and policies pertaining to our Messaging Services.
You will: (i) adhere to all applicable laws and industry guidelines and standards when using the Messaging Services, including, without limitation, the Telephone Consumer Protection Act, Truth in Caller ID Act, Telemarketing Sales Rule, Fair Debt Collection Practices Act, or any similar state and local acts or statutes, and any federal or state tort or consumer protection laws, and local or national mobile marketing guidelines, including but not limited to, the CTIA Short Code Monitoring Handbook and the CTIA Messaging Principles & Best Practices; (ii) cooperate with Prosite, third-party service providers and carriers, and governmental authorities in investigations of any alleged violation of any law, rule, regulation, or any provisions set forth in these Terms; (iii) be responsible for obtaining any public or private approvals necessary for your use of the Messaging Services; (iv) ensure that You and all third parties accessing the Messaging Services, employees, agents, representatives and third-party contractors comply with the Terms; and (v) immediately notify Prosite of any unauthorized use of the Messaging Services or any known or suspected breach of security. You acknowledge that you are solely responsible for all acts or omissions or violations of law or applicable guidelines or best practices that may occur in connection with your use of the Platform or Messaging Services.
You hereby acknowledge that Prosite merely provides a platform for facilitating the sending of your text messages, and that you shall have sole responsibility and liability for your messages and communications. You also agree to indemnify and hold harmless Prosite from and against any claims, damages, losses, costs, or fees which may result from your use of the Platform, the Services, and/or Messaging Services, including, but not limited to, claims, damages, or lawsuits threatened or filed by third parties as well as inquiries and investigations by local, state and federal regulators (see Indemnity Obligations for additional responsibilities in this regard). We reserve the right to hold, suspend or terminate your account or access to the Platform and/or Messaging. Services.
5. Data Privacy and Processing of Personal Information
Prosite may process personal information that you or your users enter into the Platform, including information about your customers, vendors, and business contacts (“Business Data”). Prosite will handle this information in accordance with its Privacy Policy, which explains how we collect, use, and protect personal data.
In some cases, Prosite acts as a service provider or processor on your behalf — meaning we process Business Data only to provide the Services you have requested and as directed by you. In other cases, Prosite may act as a data controller for limited purposes, such as improving the Platform, performing data analytics, maintaining security, or preventing fraud. When acting as a controller, Prosite determines the means and purposes of processing and does so under its Privacy Policy.
You agree to notify any individuals whose personal information you provide through the Platform that their information may be processed by Prosite as described in this Agreement and in our Privacy Policy.
If you share personal information with Prosite, you represent and warrant that you have obtained all necessary permissions or legal authority to do so.
Billing & Payment Addendum
PBT Addendum A
Billing, Payment Terms, and Late Fees
This Addendum is incorporated into and made part of the Master Services Agreement (“MSA”) between Customer and Prosite Business Tools (“PBT”). To the extent of any conflict between this Addendum and the MSA, this Addendum controls.
Billing & Invoicing
Invoicing. PBT will invoice Customer according to the pricing and fees specified in this Addendum or any applicable Estimate or SOW.
Billing Cycle. PBT issues invoices on the 28th day of each month (“Billing Date”). All invoices are due and payable within thirty (30) days of the Billing Date, regardless of the actual date Customer receives the invoice.
Payments not received by the due date shall be considered late and subject to any applicable late fees described in this Agreement.
Payment Method. Customer shall maintain a valid payment method on file (ACH, credit card, or approved alternative).
Payment Terms
Net Terms. All invoices are due Net 30.
Customer acknowledges that subscription and service fees are billed in arrears, based on services already provided and used by Customer. Accordingly, Customer shall not withhold, delay, or offset any undisputed fees for any reason, including alleged service issues, pending disputes, or anticipated credits.
All undisputed amounts must be paid when due. Any disputes must be raised in writing within ten (10) days of invoice receipt, and the parties will work together in good faith to resolve the issue. undisputed fees. PBT may suspend access to the Services for any invoice more than fifteen (15) days late, and such suspension does not waive or limit Customer’s obligation to pay all outstanding fees. While a dispute is pending, Customer must continue to pay all.
Late Fees & Collection
Late Fee. Any past-due amount accrues a late fee of 1.5% per month (or the maximum rate permitted by law).
Suspension. Accounts overdue more than 30 days may be suspended until payment is made.
Reinstatement Fee. Suspended accounts may be subject to a reinstatement fee. The fee will be calculated according to the duration of the suspension, as prolonged suspensions require significantly more work to reactivate. If an account has been suspended for too long to be reasonably restored, Prosite may determine that reactivation is not feasible and require the creation of a new account.
Collections. Customer is responsible for all reasonable collection costs, including attorneys’ fees, if the account is sent to collections.
Pricing & Fee Schedule
Annual Increases
PBT may increase subscription fees annually by up to 5% or CPI, whichever is higher. Any increase applies at renewal and requires 30-day notice.
Incorporation
This Addendum becomes effective on the date both parties execute it and remains in effect as long as the MSA remains active.
This Agreement is the final, complete, and exclusive statement of the terms between the parties and supersedes all prior or contemporaneous agreements, communications, or understandings. No amendment, waiver, or modification shall be binding unless in a written instrument executed by both parties. The parties enter into this Agreement voluntarily and with full authority, and the Agreement becomes effective as of the last date of signature of SOW.