You must agree to these terms and conditions. By using the service you agree to all terms and conditions. Please read below carefully.

Terms of Use

These General Terms of Use (“General Terms”) are a legal agreement between you, as a current or prospective customer of PRO’s services (“you,” “your”) and Prodocklift.com, LLC, (”PRO,” “we,” “our” or “us”) and govern your use of PRO’s services, including mobile applications, websites, software, cloud-based solutions and other products and services (collectively, the “Services”). By using any of the Services, you agree to these General Terms and any policies referenced within (“Policies”), including our Privacy Notice (see Section 8) and terms that limit our liability (see Section 18) and require individual arbitration for any potential legal dispute (see Section 21), which are collectively incorporated herein by reference. You also agree to any additional terms specific to Services you use (“Additional Terms”), such as those listed below, which become part of your agreement with us (collectively, the “Terms”). If you are using the Services on behalf of a business, you represent to us that you have authority to bind that business or entity to these Terms, and that business accepts these Terms. You should read all of our Terms carefully. Payment terms apply to all payment services.

PRO Account Registration

You must open an account with us (a “PRO”) to use the Services. During registration we will ask you for information, which may include but is not limited to, your name and other personal information. You must provide accurate and complete information in response to our questions, and you must keep that information current. You are fully responsible for all activity that occurs under your PRO Account, including for any actions taken by persons to whom you have granted access to the PRO Account. We reserve the right to change the account type, suspend or terminate the PRO Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.

Revisions, Disclosures and Notices

We may amend the Terms at any time with notice that we deem to be reasonable under the circumstances, by posting the revised version on our website or communicating it to you through the Services (each a “Revised Version”). The Revised Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of the Services after the posting of a Revised Version constitutes your acceptance of such Revised Version. We may change the website, the Service or any features of the Service at any time.

You agree to PRO’s E-Sign Consent. We may provide disclosures and notices required by law and other information about your PRO Account to you electronically, by posting it on our website, pushing notifications through the Services, or by emailing it to the email address listed in your PRO Account or that you otherwise provided to PRO. Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to our website, or within twenty-four (24) hours of the time emailed to you unless we receive notice that the email was not delivered. If you wish to withdraw your consent to receiving electronic communications, contact PRO support. If we are not able to support your request, you may need to terminate your PRO Account.

Restrictions

You may not, nor may you permit any third party, directly or indirectly, to:

1. export the Services, which may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII);
2. engage in any activity that may be in violation of regulations administered by the United States Department of the Treasury’s Office of Foreign Asset Control (31 C.F.R. Parts 500-599). Prohibited activity includes but is not limited to the provision of Services to or for the benefit of a jurisdiction, entity, or individual blocked or prohibited by relevant sanctions authorities, including but not limited to activities in Iran, Cuba, North Korea, Syria, or the Crimean Region of the Ukraine. If found to be in apparent violation of these restrictions, your account could be terminated and your funds could be held for an indefinite period of time;
3. access or monitor any material or information on any PRO system using any manual process or robot, spider, scraper, or other automated means;
4. except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on any Service, work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services;
5. perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure;
6. copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services from PRO;
7. use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement;
8. transfer any rights granted to you under these General Terms;
9. use the Services in a way that distracts or prevents you from obeying traffic or safety laws;
10. use the Services for the sale of firearms, firearm parts, ammunition, weapons or other devices designed to cause physical harm;
11. use the Services for any illegal activity or goods or in any way that exposes you, other PRO users, our partners, or PRO to harm; or
12. otherwise use the Services except as expressly allowed under these Terms.

If we reasonably suspect that your PRO Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your PRO Account, and any of your transactions with law enforcement.

Compatible Mobile Devices and Third Party Carriers

We do not warrant that the Services will be compatible with your mobile device or carrier. Your use of the Services may be subject to the terms of your agreements with your mobile device manufacturer or your carrier. You may not use a modified device to use the Services if the modification is contrary to the manufacturer’s software or hardware guidelines, including disabling hardware or software controls—sometimes referred to as “jail broken.”

Your Content

The Services may include functionality for uploading or providing suggestions, recommendations, feedback, stories, photos, documents, logos, products, loyalty programs, promotions, advertisements and other materials or information (“Content”).

You grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, perpetual, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Content throughout the world in any media for any reason, including to provide, promote, and/or incorporate into the Services. You retain all rights in your Content, subject to the rights you granted to us in these General Terms. You may modify or remove your Content via your PRO Account or by terminating your PRO Account, but your Content may persist in historical, archived or cached copies and versions thereof available on or through the Services.

You will not upload or provide Content or otherwise post, transmit, distribute, or disseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches or infringes any duty toward or rights of any person or entity, including rights of publicity, privacy or Intellectual Property Rights; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with PRO’s or its partners’ products and services, as determined by us in our sole discretion; or (f) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose PRO, its affiliates or its customers or other persons to harm or liability of any nature.

Although we have no obligation to monitor any Content, we have absolute discretion to remove Content at any time and for any reason without notice. PRO may also monitor such Content to detect and prevent fraudulent activity or violations of PRO’s General Terms. You understand that by using the Services, you may be exposed to Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Content, including any loss or damage to any of your Content.

Copyright and Trademark Infringement

We respect the intellectual property rights of others and ask you to do the same. We respond to all valid notices of such infringement, and our policy is to suspend or terminate the accounts of repeat infringers.

Security

We have implemented technical and organizational measures designed to secure your personal information from accidental destruction, loss, alteration and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.

You are solely responsible for safeguarding your password and for restricting access to the Services from your compatible mobile devices and computer(s). You will immediately notify us of any unauthorized use of your password or PRO Account or any other breach of security. You will immediately take all reasonable steps to mitigate the effects of a security breach and will cooperate with PRO and provide all information requested by PRO to remediate the breach. Any assistance provided by PRO in relation to a security breach does not in any way operate as acceptance or acknowledgement that PRO is in any way responsible or liable to you or any other party in connection with such breach.

Notwithstanding Sections 20 and 21, in the event of any dispute between two or more parties as to account ownership, we will be the sole arbiter of such dispute in our sole discretion. Our decision (which may include termination or suspension of any PRO Account subject to dispute) will be final and binding on all parties.

Privacy

Your Personal Information By using any of our Services, you acknowledge our data practices that apply to you, as set out in the PRO Account Holder Privacy Notice (the “Privacy Notice”). The Privacy Notice explains how PRO collects, uses and protects the personal information you provide to us where PRO makes use of your personal data to provide you with the Services or for its own purposes. You are required to familiarize yourself with the Privacy Notice prior to using the Services.

Your Customers’ and Employees’ Personal Information PRO will process certain of your customers’ or employees’ personal data on behalf of your business as a service provider (“data processor”). In such circumstances, you agree that you will comply with the data protection laws applicable to you and will provide data subjects with information on the processing of their personal information which satisfies the transparency requirements of such data protection laws and which ensures that personal data may be processed fairly, lawfully and in a transparent manner.

Communications

You consent to accept and receive communications from us, including e-mail, text messages, calls, and push notifications to the cellular telephone number you provide to us when you sign-up for a PRO account or update the contact information associated with your account. Such communications may include, but are not limited to requests for secondary authentication, receipts, reminders, notifications regarding updates to your account or account support, and marketing or promotional communications. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the Services. Call and text message communications may be generated by automatic telephone dialing systems. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you.

You may opt-out of receiving promotional email communications we send to you by following the unsubscribe options on such emails. You may opt out of any promotional phone calls by informing the caller that you would not like to receive future promotional calls. You may only opt-out of text messages from PRO by replying STOP. You acknowledge that opting out of receiving communications may impact your use of the Services.

We also provide Services that allow you to send short message service (SMS) messages to your customers (the “Seller-Initiated SMS Services”). You will only use the Seller-Initiated SMS Services in compliance with these Terms and all other applicable laws and regulations of the jurisdiction from which you send messages and in which your messages are received.

Paid Services

PRO’s Services include both paid-for Services (“Paid Services”) and free Services, for which no fees are charged (“Free Services”). PRO offers certain Paid Services to be paid for on a recurring basis (“Subscription Services”) and others on an as-used basis (collectively, “Paid Services Fees”). Subscription Services may subject you to recurring fees and/or terms. By signing up for a Subscription Service, including after any free trial period, you agree to pay us the subscription fee and any applicable taxes (“Subscription Fee”). See Payment Terms for terms applicable to Payment Services.

Paid Service Fees may be paid by debit card, credit card, or deducted from your transaction proceeds; however, Paid Service Fees related to hardware may only be paid by debit card or credit card. If you link a debit or credit card to your account, you authorize us to collect Paid Service Fees by debit from your linked debit card or charge to your linked credit card. Regardless of payment device, we reserve the right to collect Paid Service Fees by deduction from your transaction proceeds, the Balance (as defined in the Payment Terms) in your PRO Account or your linked bank account.

Unless otherwise provided in a Subscription Service’s terms, Subscription Fees will be charged on the first of every month until cancelled. You may cancel a Subscription Service at any time from your PRO Account settings. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid. We reserve the right to change our Subscription Fee upon thirty (30) days’ advance notice. Your continued use of Subscription Services after notice of a change to our Subscription Fee will constitute your agreement to such changes.

You are responsible for all applicable taxes that arise from or as a result of your use of PRO’s Services. For the avoidance of doubt, all sums payable by you to PRO under the Terms shall be paid free and clear of any deductions or withholdings whatsoever. Other than taxes that may be charged by PRO to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority.

Modification and Termination

We may terminate these General Terms or any Additional Terms, or suspend or terminate your PRO Account or your access to any Service, at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on Services or any feature or aspect of a Service. We will take reasonable steps to notify you of termination or these other types of Service changes by email or at the next time you attempt to access your PRO Account. You may also terminate the General Terms and Additional Terms applicable to your PRO Account by deactivating your PRO Account at any time.

Effect of Termination

If these General Terms or your PRO Account is terminated or suspended for any reason: (a) the license and any other rights granted under these Terms will end, (b) you agree to immediately terminate and cease use of all Services, (c) we may (but have no obligation to) delete your information and account data stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. In addition to any payment obligations under the Payment Terms, the following sections of these General Terms survive and remain in effect in accordance with their terms upon termination: 5 (Your Content), 6 (Copyright and Trademark Infringement), 7 (Security), 8 (Privacy), 12 (Effect of Termination), 14 (Ownership), 15 (Indemnity), 16 (Representations and Warranties), 17 (No Warranties), 18 (Limitation of Liability and Damages), 19 (Third Party Products), 20 (Disputes), 21 (Binding Individual Arbitration), 22 (Governing Law), 23 (Limitation on Time to Initiate a Dispute), 24 (Assignment), 25 (Third Party Service and Links to Other Web Sites), and 27 (Other Provisions).

Your License

We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Paid Services, and a royalty-free, limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Free Services as authorized in these General Terms. We may make updates to the Services available to you, which you must accept to continue using the Services. Any such updates may be subject to additional terms made known to you at that time.

Ownership

We reserve all rights not expressly granted to you in these General Terms. The Services are protected by copyright, trademark, patent and other laws of the United States and other countries. We own all rights, title, and interest, in and to the Services and all copies of the Services. These General Terms do not grant you any rights to our trademarks or service marks.

For the purposes of these General Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.

You may submit feedback, comments, suggestions or ideas about the Services. Submitting suggestions or ideas is entirely voluntary, and we will be free to use such suggestions or ideas as we see fit without any obligation to you.

Indemnity

You will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any claim, action, audit, investigation, inquiry, or other proceeding instituted by any person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the United States or any other country; (e) any third-party claims made by your Customer regarding PRO’s processing of your Customer’s Personal Information in connection with providing you with the Services; and (f) any other party’s access and/or use of the Services with your unique name, password or other appropriate security code; and (g) any transaction, purchase, good or service in respect of which PRO provides, or provided, you with payment processing services in accordance with the Terms.

Representations and Warranties

You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into a contract and perform under these General Terms; (c) any information you provide in connection with the Services, including your business name, accurately and truthfully represents your business or personal identity under which you sell goods and services; (d) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business, including the Health Insurance Portability and Accountability Act (“HIPAA”); (e) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; and (f) your use of the Services will be in compliance with these Terms.

No Warranties

THE USE OF “PRO” IN SECTIONS 17 AND 18 MEANS PRO, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES).

THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, PRO SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

PRO DOES NOT WARRANT, REPRESENT OR GUARANTEE IN ANY WAY THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR FIT FOR ANY PARTICULAR PURPOSE.

PRO does not warrant, endorse, guarantee, or assume responsibility or liability for any product or service advertised or offered by a third party. PRO does not have control of, or liability for, goods or services that are paid for using the Services.

Limitations of Liability and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PRO BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. IN ALL CASES, PRO WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE. PRO WILL NOT BE HELD LIABLE FOR ANY DELAYS OR FAILURES IN PERFORMANCE OF ANY PART OF ANY SERVICE.

UNDER NO CIRCUMSTANCES WILL PRO BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR PRO ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF PRO IS LIMITED TO THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF PRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Third Party Products

All third party software or Services are provided solely according to the warranty and other terms specified by the third party, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly. PRO MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

Disputes

“Disputes” are defined as any claim, controversy, or dispute between you and PRO, its processors, suppliers or licensors (or their respective affiliates, agents, directors or employees), whether arising before or during the effective period of these Terms, and including any claim, controversy, or dispute based on any conduct of you or PRO that occurred before the effective date of these Terms, including any claims relating in any way to these Terms or the Services, or any other aspect of our relationship.

Binding Individual Arbitration

You and PRO agree that any and all Disputes, except those that are resolved informally or brought in a small claims court, will be arbitrated by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST PRO. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).

Pre-Filing Requirement to Attempt to Resolve Disputes. Before an arbitration is commenced, you or PRO agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informally. Both parties recognize that this is an important requirement, and that breach of this requirement would be a material breach of the Terms. To provide this opportunity, before commencing any arbitration or suit, each party agrees to send to the other party a written Notice (“Notice”). Any Notice to PRO should be sent by email to PRO using the website. Any Notice sent to you will be sent to the email address on file for your account. The Notice must: (i) include your name and account number; (ii) provide detailed information sufficient to evaluate the merits of the claiming party’s individualized claim and for the other party to determine if an amicable resolution is possible; and (iii) set forth the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. Both parties agree that they will attempt to resolve a dispute through an informal negotiation within sixty (60) days from the date the Notice is sent. After that sixty (60) day period and not before, either party may commence arbitration. Each party agrees that state courts in Minnesota, may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph.

Scope of Arbitration. If we are not able to resolve the Dispute by informal negotiation or, as provided below, in a small claims court, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (https://www.adr.org) according to this Section and the Commercial Arbitration Rules for that forum, except you and PRO will have the right to file early or summary dispositive motions and to request that the AAA’s Expedited Procedures apply regardless of the claim amount. Except as set forth above, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the General Terms and/or Additional Terms (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Small Claims Court. Subject to applicable jurisdictional requirements, either party may elect to pursue a Dispute in a local small-claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand to the AAA, the other party may, in its sole discretion, inform the AAA that it chooses to have the Dispute heard in small claims court. At that time, the AAA will close the arbitration and the Dispute will be heard in the appropriate small claims court, with no fees due from the arbitration respondent.

Arbitration Procedures. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies. Any arbitration hearing will occur in Minnesota, at another mutually agreeable location or, if both parties agree, by telephone or videoconference. The Arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. PRO values your privacy, particularly with respect to your financial transactions and data. Each of the parties shall maintain the confidential nature of the arbitration and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect.

Arbitration Fees. In accordance with the AAA Rules, the party initiating the arbitration (either you or us) is responsible for paying the applicable filing fee. For purposes of this arbitration provision, references to you and PRO also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services.

Opt Out. You may reject this provision, in which case only a court may be used to resolve any Dispute. To reject this provision, you must send us an opt-out notice (the “Opt Out”) within thirty (30) days after you create a PRO account or we first provide you with the right to reject this provision.

The Opt Out must be emailed to PRO through the use of the website. In order to Opt Out you must provide your name, address, phone number and the email address(es) you used to sign up and use the Services and advise that you intend to opt out. This is the only way of opting out of this provision. Opting out will not affect any other aspect of the General Terms, Additional Terms, or the Services, and will have no effect on any other or future agreements you may reach to arbitrate with us.

Court Proceedings. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions as discussed above) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in Minnesota.

Governing Law

These General Terms and any Dispute will be governed by the Federal Arbitration Act, as set forth above, and by Minnesota law and/or applicable federal law, without regard to its choice of law or conflicts of law principles.

Limitation on Time to Initiate a Dispute

Any action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.

Assignment

These General Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

Third Party Services and Links to Other Websites

You may be offered services, products and promotions provided by third parties and not by PRO, including, but not limited to, third party developers who use PRO’s services (“Third Party Services”). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not PRO. The Services may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by PRO. Such third party websites are not governed by these General Terms. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third party website, our Privacy Notice is no longer in effect. Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website’s own terms, rules and policies.

Third-Party Beneficiaries

No provision in these General Terms, and any applicable Additional Terms is intended or shall create any rights with respect to the subject matter of these General Terms, and any applicable Additional Terms in any third party.

Other Provisions

These General Terms, and any applicable Additional Terms or Policies, are a complete statement of the agreement between you and PRO regarding the Services. In the event of a conflict between these General Terms and any other PRO agreement or Policy, these General Terms will prevail and control the subject matter of such conflict. If any provision of these General Terms or any Additional Term is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. These General Terms do not limit any rights that we may have under trade secret, copyright, patent, or other laws. No waiver of any term of these General Terms will be deemed a further or continuing waiver of such term or any other term.

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Privacy Policy

Privacy Notice for Users Who Apply or Sign Up for a PRO Account or Other Services

This Privacy Notice describes how Prodocklift.com, LLC and our affiliates (collectively, “PRO,” “we,” and “us”) collect, use, disclose, transfer, store, retain or otherwise process your information when you (whether you are a person acting as a sole proprietor or on behalf of another business entity) apply or sign up for a PRO account and other services through PRO’s website or applications (collectively, “Services”).

This Privacy Notice applies to information collected in connection with your access to and use of our Services. Please read this Privacy Notice carefully. By continuing to interact with our Services, you are consenting to the practices described in this Privacy Notice.

Information we collect about you

Information You Provide
We collect information you provide when you:

• Apply or sign up for a PRO account or other Services;
• Go through our identity or account verification process, authenticate into your account, communicate with us, answer our surveys, upload content, or otherwise interact with the Services.

We call this information Seller Account Data

Specifically, we collect (and/or have collected during at least the 12-month period preceding the effective date of this Privacy Notice) the following categories of information:

• Financial information, such as bank account information and payment card numbers;
• Identification Information, such as:
  • Name, email address, postal address, signature, and phone number;
  • Passport number, driver’s license number, Social Security number, Taxpayer Identification number, or other government-issued identification number;
• Tax information, such as withholding allowances and tax filing status.
• Transaction Information, such as information about when and where payment transactions occur, the names of the transacting parties, a description of the transactions, the payment or transfer amounts, billing and shipping information, and the devices and payment methods used to complete the transactions.
• Other Information You Provide, such as information that you voluntarily provide to us, including your survey responses; participation in contests, promotions, or other prospective seller marketing forms or devices; suggestions for improvements; referrals; or any other actions you perform on the Services.

Information we collect from your use of the services

• Commercial information, such as information about the products and services you sell (e.g., inventory, pricing and other data) and information about your payment transactions (e.g., when and where the transactions occur, a description of the transactions, the payment or transfer amounts, billing and shipping information, and payment methods used to complete the transactions);
• Electronic information, such as web browser and device characteristics;
• Geolocation data, which includes the location of your device. For more information and to learn how to disable collection of location information from your mobile device, please see below;
• Internet or other electronic network activity information, which includes information about how you use and interact with our Services, including your access time, “log-in” and “log-out” information, browser type and language, the domain name of your internet service provider, other attributes about your browser, any specific page you visit on our platform, content you view, features you use, the date and time of your use of the Services, your search terms, and the website you visited before you visited or used the Services;
• Online identifiers (e.g., information you use to log in to your account), Internet Protocol (“IP”) address, and unique personal identifiers (including device identifier; cookies, beacons, pixel tags, mobile ad identifiers and similar technology; customer number; unique alias, and other identifiers);
• Professional or employment-related information, such as information you provide about your business (e.g., appointments, staffing availability, and contact data) and your employees (e.g., job titles, payroll information, and hours worked and other timecard data); and
• Inferences drawn from any of the information above to create a profile about you that may reflect, for example, your preferences, characteristics, and behavior, including for account security purposes or to enhance our Services to you.

Information we collect from other sources

• Background check information, including credit report information, identity verification information, and information about any person or corporation with whom you have had, currently have, or may have a financial relationship;
• Credit, Compliance and Fraud. Information about you from third parties for any credit investigation, credit eligibility, identity or account verification process, fraud detection process, or collection procedure, or as may otherwise be required by applicable law. This includes, without limitation, the receipt and exchange of account or credit-related information with any credit reporting agency or credit bureau, where lawful, and any person or corporation with whom you have had, currently have, or may have a financial relationship, including without limitation past, present, and future places of employment, financial institutions, and personal reporting agencies.

Information we may collet about your customers

We also obtain information about your customers on your behalf when they transact with you. We call this information Your Customers’ Data. We collect Your Customers’ Data when they transact with you through your use of PRO’s products, for instance when they make a payment at your establishment, or schedule an appointment, or receive an invoice from you. The particular Customer Data we collect will vary depending on how you use our products and services and which products and services you use. Your Customers’ Data may include:

• Device Information. Information about Your Customer’s device, including hardware model, operating system and version, device name, unique device identifier, mobile network information, and information about the device’s interaction with our Services.
• Financial Information. Bank account and payment card numbers.
• Identification Information. Your Customers’ name; email address; mailing address; phone number; government-issued identification; or other historical, contact, and demographic information, and signature.
• Location Information. The location of Your Customer’s device if they pay with Apple or Android Pay.
• Transaction Information. When Your Customers use PRO to make or record payments to you, we collect information about when and where the transactions occur, the names of the transacting parties, a description of the transactions which may include item-level data, the payment or transfer amounts, billing and shipping information, and the devices and payment methods used to complete the transactions.
• Use Information. Information about how Your Customers transact with you using our Services, including access time, “log-in” and “log-out” information, browser type and language, country and language setting on your device, IP address, the domain name of Your Customer’s Internet service provider, other attributes about Your Customer’s browser, mobile device and operating system, features Your Customer uses, and the date and time of use of the Services.
• Other Information You or Your Customers Provide. Information that Your Customers voluntarily provide you, or that you input into PRO’s systems about your Customers. For example, survey responses; participation in contests, promotions, or other prospective seller marketing forms or devices; suggestions for improvements; notes you take about your customers, or any other actions performed when they transact with you using PRO.

Information your customers may provide PRO

Identification information. Your customers’ name, email address, or telephone number, which we link to a tokenized version of their payment card number.
Privacy laws that apply in certain places, like California, treat “businesses” and “service providers” differently. Under those laws, a business is the company that decides why and how to process personal information. A service provider processes personal information on behalf of a business in order to provide services. When PRO processes Your Customers’ Data, we generally act as your service provider. In select cases, however, we may act as a business when we process Your Customers’ Data. For example, we act as a business when we use Your Customers’ Data to send Your Customers digital receipts directly from PRO, or when we allow you to use Customer Directory or PRO Marketing to contact your buyer using a masked email address (for example, j*****@hotmail.com) that gets routed to them via PRO.

Sources of information we collect about you

We collect (and/or have collected during at least the 12-month period preceding the effective date of this Privacy Notice) information about you from the following categories of sources:

• You directly, when you submit information to us or allow us to access information about you;
• Your devices and applications when you interact with our website or use our Services;
• Our group companies and affiliates;
• Other sources, including:
  • Social media networks;
  • Online advertising companies;
  • Service providers who help us with third-party identity verification, credit confirmation, payment processing and fraud detection;
  • Credit bureaus and financial institutions;
  • Mailing list providers; and
  • Publicly available sources (such as public records of criminal convictions and arrest records).

How we use your information

We may collect, use and share (or have collected, used or shared during at least the 12-month period preceding the effective date of this Privacy Notice), information about you for the following reasons:

Performing, improving and developing our services

• Delivering the information and support you request, including technical notices, security alerts, and support and administrative messages such as to resolve disputes, collect fees, and provide assistance for problems with our Services or your PRO account;
• Determining whether the Services are available in your country;
• Developing new products and services;
• Displaying your historical transaction or appointment information;
• Improving, personalizing, and facilitating your use of our Services;
• Processing or recording payment transactions or money transfers;
• Providing, maintaining and improving our Services, including our website;
• Doing internal research, measuring, tracking, and analyzing trends and usage; and
• Otherwise providing you with the PRO products and features you choose to use.

Communicating with you about our services

• Sending you surveys or email and getting your feedback about our Services;
• Providing information about and promoting our Services to you; and
• Sending you information we think you may find useful or which you have requested from us about our products and services.

Protecting our services and maintaining a trusted environment

• Conducting investigations, complying with and enforcing applicable laws, regulations, legal requirements and industry standards, and responding to lawful requests for information from the government or to valid legal process;
• Contacting you to resolve disputes, collect fees, and help you with our Services;
• Debugging to identify and fix errors that impair how our Services function;
• Making sure you follow our General Terms or other applicable agreements or policies;
• Investigating, detecting, preventing, recovering from or reporting fraud, misrepresentations, security breaches or incidents, other potentially prohibited, malicious, or illegal activities, or to otherwise help protect your account, including to dispute chargebacks on your behalf;
• Protecting your, our, our customers’, or your customers’ rights or property, or the security or integrity of our Services;
• Verifying or maintaining the quality and safety of our Services; and
• Verifying your identity (e.g., through government-issued identification numbers).

Other uses

• For any other reason we may tell you about from time to time.

When and with whom we share your information

We may share the personal information described in the “Information We Collect About You” section with the following categories of service providers and third parties:

• With other users of our Services with whom you interact through your own use of our Services. For example, we may share information with your customers when you make or accept a payment, appointment, or money transfer using our Services.
• With our group companies and corporate affiliates, for the reasons outlined above. For example, we may share your information internally to understand how you engage with PRO company products to help make our Services better for you and for everyone, and to help us build Services tailored to your preferences.
• With service providers who help us provide, maintain, and improve our Services (e.g., vendors who help us with fraud prevention, identity verification, and fee collection services), as well as financial institutions, payment networks, payment card associations, credit bureaus, partners and other entities that help us provide the Services;
• With service providers that help us run our advertising campaigns, contests, special offers, or other events or activities.
• To a subsequent owner, co-owner, or operator of one or more of the Services; or
• If we do or try to do a corporate merger, consolidation, or restructuring (including during due diligence and negotiation of these); the sale of substantially all of our stock and/or assets; the financing, acquisition, divestiture, or dissolution of all or a portion of our business; or other corporate change.
• If we believe that disclosure is reasonably necessary (i) to comply with any applicable law, regulation, legal process or governmental request (e.g., from creditors, tax authorities, law enforcement agencies, in response to a garnishment, levy, or lien notice, etc.); (ii) to establish, exercise or defend our legal rights; (iii) to enforce or comply with our General Terms or other applicable agreements or policies; (iv) to protect our or our customers’ rights or property, or the security or integrity of our Services; (v) for an investigation of suspected or actual illegal activity; or (vi) to protect us, users of our Services or the public from harm, fraud, or potentially prohibited or illegal activities.
• With your consent. For example:
  • At your direction or as described at the time you agree to share; or
  • When you authorize a third party application or website to access your information.
• With other companies who deliver services on our behalf, including via the use of cookies and similar automated technologies, third party analytics, and online tracking and internet-based advertising.
• We also may share (within our group of companies or affiliates, or with service providers or other third parties) aggregated and anonymized information that does not specifically identify you or any individual user of our Services.

Cookies and other similar technologies

When you interact with our online services, or open emails we send you, we obtain certain information using automated technologies, such as cookies, web server logs, web beacons and other technologies. A “cookie” is a text file that websites send to a visitor’s computer or other internet-connected device to uniquely identify the visitor’s browser or to store information or settings in the browser. A “web beacon,” also known as an internet tag, pixel tag, or clear GIF, is a tiny graphic image that may be used in our websites or emails.

We use these automated technologies to collect your device information, internet activity information, and inferences as described above. These technologies help us to:

• Remember your information so you do not have to re-enter it;
• Track and understand how you use and interact with our online services and emails;
• Tailor our online services to your preferences;
• Measure how useful and effective our services and communications are to you; and
• Otherwise manage and enhance our products and services.

We set some of these automated technologies ourselves, but others are set by third parties who deliver services on our behalf. For example, we may use other companies’ web analytics services (described in the “Third-Party Analytics Services” section), which use automated technologies to help us evaluate how customers use our websites.

Your browser can alert you when cookies are placed on your device, and how you can stop or disable them via your browser settings. Please note, however, that without cookies all of the features of our online services may not work properly. If you use a mobile device, you can manage how your device and browser share certain device data by changing the privacy and security settings on your mobile device. You can learn more about cookies and how to manage your preferences by visiting http://www.allaboutcookies.org.

Third-Party analytics services

We may use third-party analytics service providers to help us with our online services, such as Google Analytics. The analytics providers that administer these services use technologies such as cookies, web beacons, and web server logs to help us analyze how you use our online services. We may disclose your site-use information (including IP address) to these analytics providers, and other service providers who use the information to help us figure out how you and others use our online services.

To learn more about Google Analytics and how to opt out, please visit google.

How long we keep your information

We generally keep your information as long as reasonably necessary to provide you the Services or to comply with applicable law. However, even after you deactivate your account, we can retain copies of information about you and any transactions or Services in which you may have participated for a period of time that is consistent with applicable law, applicable statute of limitations or as we believe is reasonably necessary to comply with applicable law, regulation, legal process, or governmental request, to detect or prevent fraud, to collect fees owed, to resolve disputes, to address problems with our Services, to assist with investigations, to enforce our General Terms or other applicable agreements or policies, or to take any other actions consistent with applicable law.

Your choices

Personal Information

You may access, change, or correct information that you have provided by logging into your PRO account at any time.

Deactivating your account

If you wish to deactivate your account, you can do so by logging stop using the service or by contacting us on PRO’s home page.

Location information

In order to provide certain Services, we may request access to location information, including precise geolocation information collected from your device. If you do not consent to the collection of this information, certain Services will not function properly and you will not be able to use those Services. You can stop our collection of location information at any time by changing the preferences on your mobile device. If you do so, some of our mobile applications will no longer function. You also may stop our collection of location information via mobile application by following the standard uninstall process to remove all PRO mobile applications from your device.

Children’s Personal Information

Our Services are general audience services not directed at children under the age of 13. If we learn that any information we collect has been provided by a child under the age of 13, we will promptly delete that information.

Security

We take reasonable measures, including administrative, technical, and physical safeguards, to protect your information from loss, theft, and misuse, and unauthorized access, disclosure, alteration, and destruction. Nevertheless, the internet is not a 100% secure environment, and we cannot guarantee absolute security of the transmission or storage of your information. We hold information about you both at our own premises and with the assistance of third-party service providers.

Storage and processing

We may, and we may use third-party service providers to, process and store your information in the United States, Canada, Japan, the European Union, and other countries.

Changes to this privacy notice

We may amend this Privacy Notice from time to time by posting a revised version and updating the “Effective Date” above. The revised version will be effective on the “Effective Date” listed. We will provide you with reasonable prior notice of material changes in how we use your information, including by email if you have provided one. If you disagree with these changes, you may cancel your account at any time. If you keep using our Services, you consent to any amendment of this Privacy Notice.

Contact

You can contact PRO through the website.

If you have any questions or concerns regarding our privacy notice, or if you believe our privacy notice or applicable laws relating to the protection of your personal information have not been respected, you may file a complaint through our website. We will respond to let you know when you can expect a further response. We may request additional details from you regarding your concerns and may need to engage or consult with other parties in order to investigate and address your issue. We may keep records of your request and any resolution.

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Payment Terms

You must agree to these terms and conditions and all terms and conditions on Stripe, Inc. website. By using either Service you agree to all terms and conditions. Please read carefully.

By using PRO and Stripe, Inc. (“PRO,”, “Stripe”, “we,” “our,” or “us”) payment processing services (“Payment Services”), you agree to be bound by the General Terms of Service (“General Terms”), these additional terms and conditions (“Payment Terms”) and all other terms, policies and guidelines applicable to the Services (as defined in the General Terms) used. If you are using the Payment Services on behalf of a business, that business accepts these terms and you represent to us that you have authority to bind that business or entity to these terms and the terms of Stripe on their website. Payment Services may only be used for business purposes in the fifty states of the United States of America and the District of Columbia. Defined terms will have the same meaning as those found in the General Terms, unless otherwise re-defined herein.

Payment Services

PRO is a Service Provider and Stripe is a payment facilitator that allows you to accept Cards from customers for the payment for goods and services. We are not a bank and do not offer banking services. Our Payment Services allow you to accept payments from any US-issued and most non-US issued credit, debit, prepaid, or gift cards (“Cards”) bearing the trademarks of American Express Travel Related Services Company, Inc. (“American Express”), DFS Services, LLC (“Discover”), MasterCard International Inc. (“MasterCard”) and Visa Inc. (“Visa”) (collectively, the “Networks”). You are not required to accept any card brand as a condition of receiving the Payment Services. We may remove or add Cards that we accept at any time without prior notice.

In order to use Payment Services, you must enter into an agreement with Stripe and agree to all terms and conditions. The account you set up with Stripe is your account and is not related to PRO. By using PRO and collecting payment for Services means you agree to all of PRO’s and Stripe’s terms and conditions. Go to Stripe.com to review terms and conditions.

Unsupported Industries

You may not use the Payment Services for the following businesses or business activities: (1) any illegal activity or goods, (2) paraphernalia that may be used for illegal activity (3) buyers or membership clubs, including dues associated with such clubs, (4) credit counseling or credit repair agencies, (5) credit protection or identity theft protection services, (6) direct marketing or subscription offers or services, (7) infomercial sales, (8) internet/mail order/telephone order pharmacies or pharmacy referral services (where fulfillment of medication is performed with an internet or telephone consultation, absent a physical visit, including re-importation of pharmaceuticals from foreign countries), (9) unauthorized multi-level marketing businesses, (10) inbound or outbound telemarketers, (11) prepaid phone cards or phone services, (12) rebate based businesses, (13) up-sell merchants, (14) bill payment services, (15) betting, including lottery tickets, sports related gambling, casino gaming chips, off-track betting, and wagers at races, (16) manual or automated cash disbursements, (17) prepaid cards, checks, insurance or other financial merchandise or services, (18) sales of money-orders or foreign currency, (19) wire transfer money orders, (20) high-risk products and services, including telemarketing sales, (21) automated fuel dispensers, (22) adult entertainment oriented products or services (in any medium, including internet, telephone, or printed material), (23) sales of (i) firearms, firearm parts or hardware, and ammunition; or (ii) weapons and other devices designed to cause physical injury (24) internet/mail order/telephone order of age restricted products (e.g., tobacco), (25) occult materials and services, (26) hate or harmful products, (27) escort services, or (28) bankruptcy attorneys or collection agencies engaged in the collection of debt.

Our Fees

You agree to pay the applicable fees listed when you set up your Payment Service account described on PRO’s website. All Fees are charged at the time we process a transaction and are deducted first from the transferred or collected funds. You also grant us Recovery Authorizations, which we may utilize to recover fees you owe us. Subject to the General Terms and these Payment Terms, we reserve the right to change the Fees upon reasonable advance notice. All Balances and all Fees, charges, and payments collected or paid through the Payment Services are denominated in US dollars.

Processing Errors

We will attempt to fix processing errors we discover. If an error results in your receipt of fewer funds than you are entitled, we will credit you for the difference. You grant us Recovery Authorizations concerning processing errors. If an error results in your receipt of more funds than you are entitled, PRO may recover the extra funds from you. We will only correct transactions that you process incorrectly if you notify us of such an error. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.

Payment Account Setup

PRO and Stripe Account Registration for Payment Services

You must open a Stripe Account to process payments and set up to receive any proceeds into your bank account. You confirm that you are either a legal resident of the United States, a United States citizen, or a business entity authorized to conduct business by the state(s) in which you operate and that you are an authorized signatory for the business you represent. You must use your or your business’ true and accurate name when opening a PRO and Stripe Account. This name will appear on the credit or debit card statements of your customers for all payments you accept using the Payment Services.

Underwriting and Identity Verification

Stripe will review the information you submit while signing up for the Payment Services. Please review Stripes terms and conditions. PRO or Stripe and/or acquiring bank(s) may conclude that you will not be permitted to use the Payment Services.

Access to Proceeds

Your proceeds are routed to your connected bank account by Stripe.

Payout Schedule

Your payout schedule is set according to your Stripe account.

Your Liability for Chargebacks

There may be times when your customer may not be the authorized user of the Card or your customer may otherwise contest the transaction. In these instances, the amount of a transaction may be reversed or charged back to your Stripe Accounts (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the Network, our processor, or a customer or its financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the General Terms or these Payment Terms. You agree to comply with the Chargeback process and to the liability associated with such Chargebacks.

Our Collection Rights for Chargebacks

For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve. You grant us Recovery Authorizations concerning Chargebacks pursuant to which we may recover the amount of any Chargeback and any associated Fees, fines, or penalties listed in the Fee Schedule or assessed by a Network or our processor. If you have pending Chargebacks, we may delay payouts. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you until such time that (a) a Chargeback is assessed due to a customer complaint, in which case we will retain the funds, (b) the period of time under applicable law or regulation by which your customer may dispute that the transaction has expired, or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you agree to pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred by us for the collection of all amounts unpaid by you.

Excessive Chargebacks

If we believe you might incur, or you are incurring, an excessive amount of Chargebacks, we may establish additional conditions governing your PRO Account, including (a) establishing new processing fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying payouts, or (d) terminating or suspending the Payment Services.

Contesting Chargebacks

You will assist us when requested, at your expense, to investigate any of your transactions processed through the Payment Services. To that end, you permit us to share information about a Chargeback with the customer, the customer’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. We may also use any Content you upload through the Services to respond to Chargebacks on your behalf. If a Chargeback dispute is not resolved in your favor by the Network or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in these terms. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.

Restricted Use

You will not act as a payment facilitator or otherwise resell the Payment Services to any third party. You will not use the Payment Services to handle, process or transmit funds for any third party. You also may not use the Payment Services to process cash advances.

Taxes

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason for your use of the Payment Services (“Taxes”). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. PRO specifically disclaims any liability for Taxes. If in a given calendar year you process (i) more than the applicable reporting threshold according to the Internal Revenue Service (“IRS”) and/or state and local governments in gross amount of payments and/or (ii) more than the applicable number of payments threshold according to the IRS and/or state and local governments, PRO will be required by law to report information about you and your use of the Payment Services to the IRS. For purposes of determining whether you have met the IRS and/or state and local government reporting threshold, the gross amount does not include any adjustments for credits, cash equivalents, discount amounts, fees, refunded amounts or any other amounts. Whether you reach the applicable gross amount in payments or more than the applicable number of payments, this will be determined by looking at the taxpayer identification number (“TIN”) associated with your PRO Account.

PCI Compliance

If you store, process or transmit cardholder data, you will comply with the applicable Payment Card Industry Data Security Standards (PCI-DSS), as well as any requirements under the Network Rules. You will cooperate in forensic investigations as required by PRO or its partners. For additional information, including tools to help you assess your compliance, see http://www.visa.com/cisp and https://www.mastercard.com/sdp.

Failure to Comply with Network Rules or Security Standards

Notwithstanding Section 33 of these terms or Section 15 of the General Terms, you understand that your failure to comply with the Network Rules or the PCI-DSS security standards, including the compromise of any Card information, may result in fines or other losses to PRO. You will indemnify us and reimburse us immediately for any fines or losses directly or indirectly caused by your and your agents’ actions.

Customer Service

You are solely responsible for all customer service policies and issues relating to your goods or services, including pricing, order fulfillment, cancellations or no shows by you or a customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to any PRO Account, payment, Card processing, debiting or crediting.

Refunds and Returns

By accepting Card transactions through the Payment Services, you agree to process returns of, and provide refunds and adjustments for, your goods or services through your Stripe Account in accordance with Stripe’s Payment Terms. PRO has no obligation to accept any returns of any of your goods or services on your behalf.

Additional Indemnity

In addition to Section 15 of the General Terms, you will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to any transaction submitted by you through the Payment Services (including the accuracy of any content or product, service, or transaction information that you provide or any claim or dispute arising out of products or services offered or sold by you).

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