Welcome to Proliving!
*Terms of Sale and Service**
**Introduction**
Welcome! We are Proliving, a Texas corporation, known as "we," "our," or "us." Our mission is to redefine how the world connects. We provide Products, Services, and Technologies ("Products") that enable Users ("Users") to organize, display, and share information with others and third parties ("Services") through our software, mobile application, and website (collectively, "Platform").
By submitting an order through the Platform or otherwise ("Order"), you (whether on behalf of yourself or an entity you represent) are entering into these Terms of Sale and Service ("Terms") with us. You agree to be bound by these Terms and other conditions governing the use of our Services, Platform, or the Products offered or sold, such as our Privacy Policy and Data Processing Addendum (collectively, "Policies"). If you are under 16, you may not use our Platform or Services without parental or guardian permission.
If you disagree with these Terms or our Policies, do not submit an Order or use our Platform, Services, or Products.
By agreeing, you confirm that you have the authority to bind yourself and/or the entity or company you represent. We may periodically modify these Terms or any Policies at our discretion, with the "Last Revised" date indicating such changes.
**Purchase of Products**
(a) When you place an Order, you make an offer to purchase Products according to the Order terms, these Terms, and our Policies. An Order is effective upon our acceptance or rejection. We may accept or reject Orders at our discretion. Product prices (the "Product Purchase Price") are as stated in the Order or, if not in an Order, as advertised on our Platform when we accept the Order. Prices exclude taxes; you are responsible for such charges.
(b) We select shipment methods and carriers unless specified in the Order. Partial shipments are possible at our discretion. You pay for shipped units, including shipping and insurance costs unless otherwise stated in the Order.
(c) Products will be delivered to the specified address ("Delivery Point") within a reasonable time. Custom Products may have longer processing times. Delivery times are estimates, and we are not liable for delays. Title and risk pass upon delivery. If you fail to accept delivery, risk passes to you, and we may store the Products at your cost.
(d) Inspect Products within ten (10) days of delivery ("Inspection Period"). Accept or reject Nonconforming Products (materially different or defective) during the Inspection Period. If notified of Nonconforming Products, ship them to us, and we may replace them.
(e) We warrant Products against significant defects for 1 year ("Warranty Period"). The warranty doesn't apply if Products are misused, altered, or used with unauthorized hardware. Except for this warranty, we provide no other warranties.
(f) We are not liable for a breach of the warranty unless you give written notice within 10 days of discovering the defect, allow us to examine the Products, and we verify the Nonconforming Products. Remedies for Nonconforming Products are repair, replacement, credit, or refund at our discretion.
(g) Your sole remedy for Nonconforming Products is as outlined in Section 2(f).
(h) Changes to Terms in Orders are void unless expressly stated.
**Services**
(a) To use our Services, register and create an account ("Account"). Our Services allow Users to create, design, maintain, and share profiles or pages ("Pages"). Subscription Levels offer different access levels.
(b) During the Subscription Term, you are granted licensed seats for Services based on an accepted Order. Users are responsible for complying with these Terms and our Policies. Some Products may require an Account Administrator.
(c) We may establish policies and practices for the Platform, including deleting or removing Content, terminating inactive Accounts, or changing Services. Our Services may be changed, suspended, or discontinued at any time.
(d) You are responsible for your Account's security. Notify us of any unauthorized use promptly. We are not liable for third-party access resulting from your failure to comply with these Terms.
**Subscription; Payment Terms**
(a) We offer various Subscription Levels with associated Subscription Fees. Fees are subject to change, impacting renewals but not current Subscription Terms.
(b) You agree to pay Subscription Fees associated with your Subscription. Payment terms are as stated on our Platform or Order.
(c) We may collect payments through third-party processors. By providing payment information, you authorize us to charge your payment method for Fees. Failure to verify or accept your payment method may result in suspension or cancellation.
(d) Subscription Fees may consist of recurring charges. By choosing a recurring payment plan, you acknowledge and accept responsibility for all recurring charges.
(e) We may submit periodic charges without further authorization until notice of termination or payment method change is provided. Charges submitted before notice will not be affected.
(f) Your subscription will automatically renew unless terminated before the end of the then-current Subscription Term. Termination may occur through Account settings. No refunds are provided for early termination.
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**Proliving App Terms of Service**
**1. Account Information and Updates**
(g) You must provide accurate, current, and complete information for your Proliving account. Ensure timely updates for your billing account, including changes to billing address, credit card number, or expiration date. Promptly notify us or our payment processor about canceled payment methods or potential security breaches. Make changes through your account settings. Failure to provide accurate information authorizes us to continue charging subscription fees.
**2. Free Trials and Subscriptions**
(h) Free trials for paid subscription levels are offered with specific terms disclosed during the offer. Trials are for users without prior paid subscriptions. Obtaining a free tier allows one account creation. Non-genuine use may result in standard fees or service denial. Acceptance of free trial subscription implies agreement to associated fees upon expiration unless canceled.
**3. User-Generated Content**
(a) Users can post content ("Content") on Proliving. Posted Content is not confidential, treated as public information. By posting, users represent having the right to do so and grant us a non-exclusive license to use it for platform operation and promotion.
(b) Users warrant that Content doesn't infringe third-party rights. We reserve the right to review and may refuse or remove Content violating terms, policies, or laws. Prohibited actions include unlawful, harmful, or objectionable Content; collecting personal information without consent; creating derivative works; and interfering with platform operations.
(c) The platform may contain links to third-party services ("Third Party Services"). These services are not covered by our terms, and we are not responsible for them.
(d) Platform content is protected by intellectual property laws. All related rights are exclusively ours. Users providing feedback grant us rights to use it freely.
**4. Limitation on Liability**
(a) We're not liable for user-posted Content, user interactions, losses from platform use, negative comments, or third-party information provided without consent. Users are responsible for interactions with others; we may not intervene in disputes.
(b) We're not liable for indirect, incidental, or exemplary damages arising from a breach of terms, regardless of foreseeability. Our aggregate liability is limited to the total amounts paid by you in the previous 12 months.
**5. Indemnification**
Users indemnify us against any losses arising from claims by third parties related to platform use, purchased products or services, or user negligence or breach of terms.
**6. Governing Law**
These terms are governed by the laws of the State of Alabama.
**7. Binding Arbitration**
(a) By accepting these terms, you waive the right to a jury trial and class action participation. Disputes are resolved through binding arbitration. Some claims are exempted, including those regarding intellectual property rights or small claims.
(b) Disputes must be addressed informally for at least 30 days before arbitration. If unresolved, either party may elect binding arbitration administered by the American Arbitration Association in Birmingham, Alabama.
**8. General**
(a) Unenforceability of one provision won't affect others. In case of conflict, we decide which provision prevails. Headings are for convenience. Our non-enforcement doesn't waive future enforcement rights.
(b) Products and services may be subject to US export control laws. Users are responsible for compliance. Communication with us is electronic, fulfilling legal requirements.
(c) Notices are provided within the platform or through services. Users can notify us via mail.
