Terms of Service

PLEASE READ THESE TERMS OF USE ("AGREEMENT" OR "TERMS OF USE") CAREFULLY BEFORE USING THE WEBSITE, MOBILE APPLICATIONS, AND SERVICES OFFERED BY PROBASE, LLC AND ANY AFFILIATES AND/OR SUBSIDIARIES (COLLECTIVELY, "PROBASE" OR "COMPANY"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT PROBASEAPP.COM, MOBILE APPLICATIONS, AND SERVICES PROVIDED BY COMPANY (COLLECTIVELY, THE "SERVICES").

By using the Services in any manner, including but not limited to visiting or browsing the Services, you agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the Services. If you are a service professional who opts into receiving job opportunities through Company's affiliated marketplaces, you will also be required to agree to supplementary terms governing your participation in the Marketplace. These additional terms can be found at https://www.probaseapp.com/marketplace-agreement. By using the Services offered herein, including our software and/or mobile application and the Marketplace, you understand and agree that you are solely responsible for charging, collecting, remitting and filing all required taxes and statements with any federal, state or local governmental in connection with your use of the Services and Marketplace and your income derived from such usage. If you are accepting this Agreement on behalf of a corporation or other entity, you represent and warrant that you have the necessary right and authority to enter into this Agreement on behalf of such corporation or entity and to bind such corporation or entity to this Agreement.

Company's direct competitors (or third-party agents acting on behalf of such direct competitors) are prohibited from accessing the Services without Company's express written permission. By accessing the Services, you represent and warrant that you are not a competitor of Company or any of its affiliates, or acting on behalf of a competitor of Company in using or accessing the Services.

If you have any questions, please refer to the help section of the Services or contact us at support@probaseapp.com.

1. ProBase is a Software Platform

ProBase is a business management software application ("Application") designed to help home service and outdoor professionals manage their operations, including scheduling, customer management, route optimization, invoicing, and related business functions. The Services are provided as a tool to assist you in running your business.

You acknowledge that ProBase is an online Application only. ProBase does not provide, perform, or guarantee any home services or outdoor services. ProBase is not responsible for the services you provide to your customers, the quality of your work, your business decisions, or the accuracy of information you input into the Application. You are solely responsible for your business operations, compliance with applicable laws, and interactions with your customers.

Your use of the Services is at your own risk.

Marketplace Participation

ProBase may also provide access to job opportunities from affiliated marketplaces operated by Company and its brands (including LawnStarter, Lawn Love, and Home Gnome) (the "Marketplace"). If you choose to participate in the Marketplace, you will be required to agree to the ProBase Marketplace Services Agreement available at https://www.probaseapp.com/marketplace-agreement, which governs your receipt and performance of jobs obtained through the Marketplace as well as the terms of service for any specific affiliated marketplace of ProBase. The Marketplace Services Agreement is incorporated into this Agreement by reference for users who opt into Marketplace participation.

2. Registration and Account

General Registration

You must provide your full legal name, a valid email address, and any other information requested in order to complete the signup process and access certain features of the Services. If you choose to register for the Services, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the registration form. Any personal information provided by you as part of the sign-up process will be used and stored in accordance with our Privacy Policy.

Account Ownership

If you register for the Services on behalf of a business organization, that business organization will be the legal and beneficial account owner. For the purpose of this Agreement, regardless of whether you register for an account as an individual or on behalf of an organization, the billing contact person will be the default account owner (the "Account Owner"). The Account Owner will have certain rights within the account, including the right to cancel the account, delete information from the account, and appoint administrators.

Notwithstanding anything to the contrary contained herein, you acknowledge and agree that the term Account Owner does not convey or connote ownership rights or any other property interest in an account or the Services or Marketplace, and you further acknowledge and agree that all rights in and to your account are and shall forever be owned by and inure to the benefit of Company.

In the event of a dispute regarding entitlement to access an account, we reserve the right to request documentation to determine or confirm account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, or any other information that Company may reasonably request in its discretion. Company retains the right to determine, in our sole judgment, who the rightful Account Owner is and may transfer an account to the person we consider is the rightful Account Owner. If we are unable to reasonably determine the rightful Account Owner, Company reserves the right to temporarily disable an account until resolution has been determined between the disputing parties and/or permanently disable an account if the disputing parties are unable in a timely manner to resolve the dispute.

Employee Users

Depending on your subscription plan, the Account Owner may be able to create additional accounts allowing other authorized people, such as their employees ("Employee Users"), to access their business' account. Employee Users will be invited by the Account Owner or other authorized individual to create an account. Each Employee User will be required to provide their full legal name and a valid email address, and such other contact information as Company may reasonably require from time to time. Account Owners and administrators can set the permissions and level of access for each Employee User in its account.

The Account Owner is: (a) responsible for ensuring its employees, or other authorized agents or third parties, comply with this Agreement; (b) liable for any breach of this Agreement by its employees, or other authorized agents or third parties; and (c) responsible for ensuring Employee User access is up to date and reflects any changes to the status of authorized individuals. The Account Owner and all Employee Users are each "users" of the Services and are bound by this Agreement.

User accounts are intended for one user only and are not to be shared by multiple users.

Account Security

Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to keep your password confidential. You agree to immediately notify Company of any unauthorized use of your password or any breach of security. You also agree that Company cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than Company without Company's express written permission.

You must keep your account information up-to-date and accurate at all times, including a valid email address.

Marketplace Registration

If you choose to participate in the Marketplace, you may be required to provide additional information as part of the Marketplace approval process, including your Social Security Number, insurance information, driver's license(s), work history, and other information as described in the Marketplace Services Agreement and our Privacy Policy.

3. Membership Eligibility

Services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. Company may, in its sole discretion, refuse to offer access to or use of the Services to any person or entity and change its eligibility criteria at any time, for any reason and without recourse by you. This provision is void where prohibited by law and the right to access the Services is revoked in those jurisdictions.

Individuals under the age of 18 must at all times use the Services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In all cases, the adult is the user and is responsible for any and all activities.

You agree to comply with all local laws regarding online conduct and acceptable content. In addition, you must abide by Company's policies as stated in the Agreement and the Company's Privacy Policy, as well as all other operating rules, policies and procedures that may be published from time to time on the Services by Company, each of which is incorporated herein by reference and each of which may be updated by Company from time to time without notice to you.

In addition, some services offered by Company may be subject to additional terms and conditions issued by Company or a third party. Your use of those services is subject to the additional terms and conditions, which are incorporated into this Agreement by this reference. This includes, without limitation, the Marketplace Services Agreement for users who participate in receiving job opportunities through Company's affiliated marketplaces.

Services are not available to temporarily or permanently banned users. Company reserves the right, in Company's sole discretion, to cancel duplicate, unconfirmed and/or inactive accounts. Company reserves the right to refuse service to anyone, for any reason, at any time.

4. Prohibited, Questionable and Infringing Activities

You are solely responsible for your conduct and activities on and in regards to the Services and any and all information that you submit, post, upload, and display on the Services.

Your use of the Services will not: be false, inaccurate or misleading; infringe upon any third-party's intellectual property rights or rights of publicity or privacy; violate this Agreement, any website policy or community guidelines, or any applicable law, statute, ordinance or regulation; be defamatory, libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including Company staff or other users), or falsely state or otherwise misrepresent your affiliation with any person; take any action that may undermine online reviews or feedback; be obscene or contain child pornography; contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services; collect or store personal information about other users except where the Services are clearly intended and designed for collection and/or storage of such information; or circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections or geographic restrictions on any content available on or through the Services.

If you are blocked by Company from accessing the Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

5. License Grant & Restrictions

The Company hereby grants you a non-exclusive, non-transferable, right to use the Services, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by the Company and its licensors.

You will not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way; (ii) modify or make derivative works based upon the Services; (iii) create Internet "links" to the Services without Company's prior written consent; (iv) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code of the Services except to the extent expressly permitted by applicable law; (v) access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services; or (vi) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation or performance of the Services.

6. Your Data

You retain all rights to the data, information, and content you input into the Services ("Your Data"). You grant Company a non-exclusive, worldwide license to use, copy, store, and process Your Data solely to provide and improve the Services.

You are solely responsible for the accuracy, quality, integrity, and legality of Your Data and the means by which you acquired Your Data. You represent and warrant that you have all necessary rights and permissions to input Your Data into the Services, including any customer information, and that your use of the Services complies with all applicable privacy and data protection laws.

Company will maintain reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Your Data. However, Company is not responsible for any unauthorized access to or alteration of Your Data resulting from your failure to maintain the security of your account credentials.

7. License of Your Data to Company

By submitting, posting, or displaying Your Data on or through the Services, you grant us (and our agents) a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, fully paid license (with the right to sublicense) to use, copy, modify, transmit, display, and distribute Your Data: (a) to the extent necessary to provide the Services; (b) to create aggregated and anonymized market research statistics and insights in respect of the customers and industries that use the Services; and (c) to otherwise use de-identified data for the purpose of improving the Services.

Company will not be responsible or liable for any use of Your Data in accordance with this Agreement. You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted herein to any data that you submit.

8. Data Retention and Export

During the Term

During the term of this Agreement, you may extract Your Data using the export functionality available within the Services, if any, or by contacting support@probaseapp.com.

Upon Termination

Upon termination of your account, Company may retain Your Data for a reasonable period to comply with legal obligations, resolve disputes, and enforce agreements. Following termination and upon your request, Company will make commercially reasonable efforts to export and provide to you in electronic format the data in your account. Company makes no representation as to the integrity, completeness or timeliness of any data so exported.

Company is not obligated to retain Your Data for greater than sixty (60) days after any termination (the "Export Period"). After such Export Period, Company has no obligation to maintain or provide any of Your Data and shall be entitled to delete Your Data by deleting your account; provided, however, that Company will not be required to remove copies of Your Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, and provided further that in all cases Company will continue to protect Your Data in accordance with this Agreement.

You are responsible for ensuring that you maintain backups of Your Data at all times.

9. Payment Terms

ProBase is currently offered as a free service. Company reserves the right to introduce paid features, subscription plans, or other fees in the future. If Company introduces fees for any portion of the Services, Company will provide you with advance notice and the opportunity to accept or decline the paid services.

If paid services are introduced and you elect to use them, any fees will be due as specified at the time of purchase and are non-refundable unless otherwise stated. Company reserves the right to change pricing at any time with reasonable notice to you. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.

10. Intellectual Property Ownership

The Company alone (and its licensors, where applicable) will own all right, title and interest, including all related intellectual property rights, in and to the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, or any intellectual property rights owned by the Company. The ProBase name, the ProBase logo, and the product names associated with the Services are trademarks of the Company or third parties, and no right or license is granted to use them.

11. Third-Party Services and Integrations

Third-Party Services

The Services may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (each a "Third-Party Service"). Your access and use of Third-Party Services may be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers.

Certain Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy.

Third-Party Integrations

The Services may make it possible for you to elect to use third-party services in conjunction with the Services where such third-party service providers have integrated with the Services ("Third-Party Integrations"). If you install or enable a Third-Party Integration for use with the Services, you grant us permission to allow the applicable third-party provider to access Your Data and other materials and to take any other actions as required for the interoperation with the Services. Any exchange of data or other materials or other interaction between you and the third-party provider, including the terms on which you are permitted to use the Third-Party Integration and the provider's privacy policies, is solely between you and such provider.

No Endorsement or Warranty

Company does not control and is not responsible for Third-Party Services or Third-Party Integrations, including with respect to the accuracy, availability, reliability, or completeness of information or content generated or shared by, or made available through, such services, or on the privacy practices of such services. We encourage you to review the privacy policies of third parties prior to using such services.

You, and not Company, will be responsible for any and all costs and charges associated with your use of any Third-Party Services or Third-Party Integrations. We enable these services merely as a convenience and the integration or inclusion of such services does not imply an endorsement or recommendation. Company makes no representations or warranties regarding any such Third-Party Services or Third-Party Integrations. Any dealings you have with third parties while using the Services are between you and the third party. Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services or Third-Party Integrations.

You agree to indemnify and hold us and our affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys' fees, arising out of your use of a Third-Party Service or Third-Party Integration or your relationship with any third-party provider.

12. Artificial Intelligence Features

From time to time, Company may introduce features and capabilities as part of the Services that utilize artificial intelligence, machine learning, or similar technologies (the "AI Tools"). While Company uses commercially reasonable efforts to reduce errors and omissions arising from use of AI Tools, Company makes no warranties, express or implied, regarding the accuracy, reliability or non-infringement of the AI Tools (including without limitation any and all outputs therefrom) and disclaims any liability for errors, actions or omissions based on the AI Tools or your use thereof.

Any content generated by AI Tools is not reviewed by Company and you are solely responsible for reviewing such content for purposes of accuracy before publishing or utilizing such content. AI Tools cannot provide legal, medical, or professional advice, and users are cautioned against relying on the AI Tools for critical decisions or sensitive matters. Consultation with a qualified professional is advised.

Any personal information provided by you in connection with the AI Tools will be used and stored in accordance with our Privacy Policy. Please refrain from sharing sensitive personal information with the AI Tools, as any information shared with an AI Tool may be logged for analysis, improvement, and security purposes.

You are prohibited from using the AI Tools in certain prohibited manners, which include, but are not limited to: bypassing filters or otherwise making an AI Tool perform unanticipated actions; exposing any information used in an AI Tool's training data; overriding the privacy or security controls in an AI Tool; creating or exacerbating biases in an AI Tool; or otherwise negatively impacting an AI Tool's safeguards or extracting personal information in the course of using an AI Tool.

13. Beta Services

From time to time, Company may, in its sole discretion, invite you to use or otherwise make available to you, on a trial or evaluation basis only, pre-release or beta features, technologies, or services that are in development and which are not yet available to all customers ("Beta Services"). Beta Services are not part of the Services, and Beta Services may be subject to additional terms and conditions, which Company will provide to you prior to your use of the Beta Services. You must comply with all terms related to any Beta Services and unless otherwise specified in the applicable additional terms, we grant you a non-exclusive, revocable, non-transferable limited license to use the Beta Services. Company may add or modify terms related to access to or use of any Beta Services at any time.

Such Beta Services and all associated content, data, and materials relating thereto (including any information relating to your access, use, testing, or evaluation of Beta Services such as observations or information regarding the performance, features, and functionality of Beta Services) will be owned by and constitute Confidential Information of Company and is subject to the confidentiality provisions in this Agreement. You agree that you will not disclose or use any such information except for your internal evaluation purposes of any Beta Services.

The Beta Services are provided on an "as-is" and "as available" basis and may contain bugs, errors, or other problems. Company makes no representations or warranties of any kind in relation to the Beta Services. Company hereby disclaims all liability for any harm or damage arising out of or in connection with Beta Services.

Company may suspend or terminate your access to or use of any Beta Services at any time. Your access to and use of Beta Services will automatically terminate upon the release of a generally available version of the applicable Beta Services or upon notice of termination by Company. On termination of your access to or use of any Beta Services for any reason: (a) you will not have any further right to access or use the applicable Beta Services, and (b) any content used in the applicable Beta Services may be deleted or inaccessible. Company may change or not release a final or commercial version of Beta Services in our sole and absolute discretion.

14. Communications

By using the Services, you agree to be contacted by the Company for any and all purposes arising out of or relating to this Agreement and the Services hereunder, at any telephone number, or physical or electronic address you provide or at which you may be reached. You agree that the Company may contact you in any way, including informational text (SMS) messages, calls using prerecorded messages or artificial voice, and calls and messages delivered using auto telephone dialing system or an automatic texting system.

You consent to receive SMS messages (including text messages), calls and messages (including prerecorded and artificial voice and autodialed) from the Company at the specific number(s) you have provided to the Company, or numbers the Company can reasonably associate with your account, with information or questions about this Agreement and the Services. You certify, warrant and represent that the telephone numbers that you have provided to the Company are your contact numbers. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to the Company. You agree to promptly alert the Company whenever you stop using a particular telephone number. You acknowledge that your cellular or mobile telephone provider may charge you according to the type of plan you carry.

15. Mobile Message Service

The ProBase mobile message service (the "Mobile Service") offered through the Company is provided by third-party entity. Your use of the Mobile Service constitutes your agreement to the mobile terms and conditions ("Mobile Terms"). We may modify or cancel the Mobile Service or any of its features without notice. To the extent permitted by applicable law, we may also modify these Mobile Terms at any time and your continued use of the Mobile Service following the effective date of any such changes shall constitute your acceptance of such changes.

By consenting to the Mobile Service, you agree to receive recurring SMS/text messages from and on behalf of the Company through your wireless provider to the mobile number you provided. Text messages may be sent using an automatic telephone dialing system or other technology. Service-related messages may include updates, alerts, and information. Promotional messages may include promotions, specials, and other marketing offers. You understand that you do not have to sign up for this program in order to use the Services, and your consent is not a condition of use. Your participation in this program is completely voluntary.

We do not charge for the Mobile Service, but you are responsible for all charges and fees associated with text messaging imposed by your wireless provider. Message frequency varies. Message and data rates may apply. Check your mobile plan and contact your wireless provider for details.

You may opt-out of the Mobile Service at any time by replying the single keyword command STOP to any text message you receive from us. You'll receive a one-time opt-out confirmation text message. No further messages will be sent to your mobile device, unless initiated by you.

For Mobile Service support or assistance, reply HELP to any text message you receive from us or contact us through email at support@probaseapp.com.

16. Feedback

Company considers any unsolicited suggestions, ideas, proposals or other material submitted to it by users via the Services ("Feedback") to be non-confidential and non-proprietary, and Company will not be liable for the disclosure or use of any Feedback. If, at Company's request, any user sends Feedback to improve the Services, Company will also consider that Feedback to be non-confidential and non-proprietary and Company will not be liable for use or disclosure of the Feedback. Any communication by you to Company is subject to this Agreement. You hereby grant and agree to grant Company, all of your rights in the Feedback, and a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit Feedback for any purpose, commercial or otherwise, without compensation or accounting to you and without further recourse by you.

17. Information Control

Company does not control the information provided by users. You may find some information provided by other users to be offensive, harmful, inaccurate, or deceptive. By using the Services, you agree to accept these risks and that Company (and Company's officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of users of the Services.

Company is not responsible for the availability of outside websites or resources linked to or referenced on the Services. Company does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from these websites or resources. You agree that Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services available on or through any other websites or resources.

18. Access and Interference

Company may contain robot exclusion headers which contain internal rules for software usage. Much of the information on the Services is updated on a real-time basis and is proprietary or is licensed to Company by users or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Services for any purpose whatsoever, except to the extent expressly permitted in writing by Company.

Additionally, you agree that you will not: take any action that imposes, or may impose, in Company's sole discretion, an unreasonable or disproportionately large load on Company's infrastructure; copy, reproduce, modify, create derivative works from, distribute or publicly display any user information (except your own); interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; or bypass Company's robot exclusion headers or other measures Company may use to prevent or restrict access to the Services.

19. Confidentiality

Definition of Confidential Information

"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes non-public information or material you upload to the Services (including Your Data). The Confidential Information of Company includes the Services, non-public features and functionality of the Services, pricing information, and any proprietary materials provided to you.

However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Non-Use and Non-Disclosure

Except as set forth in this Agreement, or with respect to Company, the Privacy Policy, the Receiving Party will not use any Confidential Information for any purpose except to perform its obligations or exercise its rights under this Agreement. The Receiving Party will not disclose the Disclosing Party's Confidential Information to any third party without the Disclosing Party's prior written consent, except to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information may be disclosed to governments and their agencies under lawful order or judicial order. In the event that Company receives a request or order to release your Confidential Information, we may comply with the same without your consent. We may notify you of this matter to the extent not prohibited by law or the applicable order.

Protection of Confidential Information

The Receiving Party shall take reasonable measures to protect the secrecy of and avoid unauthorized disclosure and use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, the Receiving Party shall take at least those measures that it employs to protect its own Confidential Information of a similar nature (but in no event less than a commercially reasonable standard of care).

20. Service Availability and Modifications

Service Availability

We do not provide you with the equipment to access the Services. You are responsible for all fees charged by third parties to access the Services (e.g., Internet and/or mobile access charges). You acknowledge that the Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons.

Modifications to the Services

You agree and acknowledge that Company may update and otherwise change the Services from time to time in its sole discretion at any time. Company reserves the right to modify or discontinue, temporarily or permanently, all or a part of the Services without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

General Practices Regarding Use and Storage

You acknowledge that Company may establish general practices and limits concerning use of the Services, including the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on Company's or its third-party service providers' servers on your behalf. You acknowledge that Company reserves the right to terminate accounts and/or restrict or prevent access to account data or Services in our discretion in accordance with this Agreement, including for accounts that are inactive for an extended period of time.

You are responsible for ensuring that you maintain backups of Your Data at all times. You further acknowledge that Company reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. You agree that Company has no responsibility or liability for the deletion, access restrictions, or failure to store any data or other content maintained or uploaded by the Services.

21. Breach

Without limiting any other remedies, Company may, without notice, warn Company's community of a user's actions, issue a warning to a user, temporarily suspend or terminate a user's account, prohibit access to the Services, and take technical and legal steps to keep a user from accessing or using the Services and refuse to provide the Services to a user if Company (1) suspects a user has breached this Agreement or the Privacy Policy, (2) is unable to verify or authenticate any of your personal information, or (3) reasonably believes that a user's actions may cause legal liability or financial loss to other users or to Company.

22. Privacy

Except as provided in the Privacy Policy, Company will not sell or disclose your personal information to third parties without your express consent. Company stores and processes information on servers hosted by Amazon Web Services that are protected by physical as well as technological security. For more information, please review our Privacy Policy at https://www.probaseapp.com/privacy.

23. No Warranty

COMPANY, COMPANY'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND COMPANY'S SUPPLIERS PROVIDE THE SERVICES "AS IS," "AS AVAILABLE," AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. COMPANY, COMPANY'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND COMPANY'S SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM COMPANY WILL CREATE ANY WARRANTY.

COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE INFORMATION PROVIDED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, OR COMPLETE, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED.

SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

24. Limitation of Liability

IN NO EVENT WILL COMPANY, OR COMPANY'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR COMPANY'S SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

COMPANY'S LIABILITY, AND THE LIABILITY OF COMPANY'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO COMPANY IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

25. Indemnity

You agree to indemnify and hold Company and Company's parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including attorneys' fees, made by any third party due to or arising out of your breach of this Agreement, your violation of any law, your violation of the rights of a third party, or the services you provide to your customers.

26. Force Majeure

A party shall neither be held liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for failure or delay in fulfilling or performing any obligation hereunder (other than an obligation for the payment of money) to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of such party including, but not limited to, fire, floods, embargoes, pandemics or epidemics, war, acts of war, riots, strikes, acts of God, or omissions or delays in acting by any governmental authority.

27. No Guarantee

Company does not guarantee continuous, uninterrupted access to the Services, and operation of the Services may be interfered with by numerous factors outside Company's control.

28. Dispute Resolution

For any dispute between you and the Company:

You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be settled by binding arbitration between you and the Company, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of a party's intellectual property rights.

You acknowledge and agree that you and the Company are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and the Company otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of this Agreement.

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Texas and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Unless you and the Company otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and the Company submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules.

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim.

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

Notwithstanding the provisions of the modification-related provisions above, if the Company changes this "Dispute Resolution" section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject these changes by providing us written notice of your rejection by mail or hand delivery to: LawnStarter, Inc., 814 San Jacinto Blvd Suite 202 Austin, TX 78701, or by email from the email address associated with your Account to: support@probaseapp.com within 30 days of the date the change became effective. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this "Dispute Resolution" section.

You release Company (and Company's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes with one or more users, or an outside party.

29. Term and Termination

Term

The term of this Agreement commences upon your registration for the Services and remains in effect until terminated in accordance with this section.

Termination by You

You are solely responsible for properly canceling your account. You can cancel your account at any time by accessing your account settings or by contacting support@probaseapp.com.

Termination by Company

Company may, under certain circumstances and without prior notice and without any liability to you, immediately terminate, or permanently or temporarily restrict or limit, your ability to access the Services or portions thereof, including access to the data contained therein. Cause for such termination or restriction may include, but not be limited to: (a) breaches or violations of this Agreement or the Privacy Policy; (b) requests by law enforcement or other government agencies; (c) discontinuance or material modification to the Services (or any part thereof); (d) unexpected technical, security, or legal issues or problems; (e) actual or suspected participation by you, directly or indirectly, in fraudulent or illegal activities; or (f) verbal, physical, written, or other abuse (including threats of abuse or retribution) of any Company customer, employee, member, or officer.

Effect of Termination

If this Agreement is terminated for any reason: (i) you will pay to Company any fees or other amounts that have accrued prior to the effective date of the termination; (ii) any and all liabilities accrued prior to the effective date of the termination will survive; and (iii) the following sections of this Agreement will survive: Sections 6, 7, 8, 10, 16, 19, 23, 24, 25, 26, 28, 29, and 30.

Marketplace Participation

Termination of this Agreement will also terminate your participation in the Marketplace, if applicable. Conversely, termination of your Marketplace participation under the Marketplace Services Agreement does not automatically terminate this Agreement or your access to ProBase as standalone business management software.

30. Miscellaneous

Severability

If any provision of this Agreement is held unenforceable, then the provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement will remain in full force and effect.

Independent Contractors

You and Company are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Governing Law and Venue

This Agreement will be governed by and construed in accordance with the laws of the State of Texas, including its conflicts of law rules. You agree that any dispute arising from or relating to the subject matter of this Agreement will be governed by the exclusive jurisdiction and venue of the state and Federal courts of Travis County, Texas.

Notices

Unless otherwise specified herein, all notices will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to support@probaseapp.com.

Survival

All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Assignment

You may not assign this Agreement or any right, duty, or obligation under this Agreement, without Company's prior written consent. Company may assign this Agreement or any right, duty, or obligation under this Agreement at any time without your consent.

Waiver

No waiver by any party of any of the provisions of this Agreement will be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof.

Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Modifications to Agreement

Company reserves the right to alter this Agreement and any other policies at any time, so please review the policies frequently. If Company makes a material change Company will notify you here, by email, by means of a notice on our home page, or other places Company deems appropriate. What constitutes a "material change" will be determined at Company's sole discretion, in good faith, and using common sense and reasonable judgment.

Entire Agreement

This Agreement, together with the Privacy Policy, the Marketplace Services Agreement (for users who participate in the Marketplace), and any other documents or guidelines incorporated by reference, constitutes the entire agreement between the parties relating to the Services and all related activities. This Agreement supersedes all previous oral and written communications regarding these matters.

31. Mobile Application Terms

App Stores

This Section applies to the extent you are using our mobile application (the "App") on a mobile device. Company makes available our App through the Apple App Store, the Google Play Store, or other distribution channels ("Distribution Channels"). If you obtain our App through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. This Agreement is between you and us only, and not with the Distribution Channel.

Apple-Enabled Software

With respect to mobile Apps that are made available for your use in connection with an Apple-branded product (the "Apple-Enabled Software"), the following terms apply: Company and you acknowledge that this Agreement is concluded between Company and you only, and not with Apple Inc. ("Apple"), and that as between Company and Apple, Company, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof. Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that you own or control, as permitted by the Apple Media Services Terms and Conditions. Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software. Apple is not responsible for any product warranties, whether express or implied by law. Company and you acknowledge that Company, not Apple, is responsible for addressing any claims relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including product liability claims and claims arising under consumer protection, privacy, or similar legislation. In the event of any third-party claim that the Apple-Enabled Software infringes that third party's intellectual property rights, Company, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such claim. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or designated as a "terrorist supporting" country, and you are not listed on any U.S. Government list of prohibited or restricted parties. If you have any questions, complaints, or claims with respect to the Apple-Enabled Software, contact Company at support@probaseapp.com, LawnStarter, Inc., 814 San Jacinto Blvd Suite 202 Austin, TX 78701. Company and you acknowledge that Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement with respect to the Apple-Enabled Software.

Google-Sourced Software

The following applies to any mobile App you download from the Google Play Store ("Google-Sourced Software"): You acknowledge that this Agreement is between you and Company only, and not with Google, Inc. ("Google"). Your use of Google-Sourced Software must comply with Google's then-current Google Play Terms of Service. Google is only a provider of Google Play where you obtained the Google-Sourced Software. Company, and not Google, is solely responsible for Company's Google-Sourced Software. Google has no obligation or liability to you with respect to Google-Sourced Software or this Agreement. You acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to Company's Google-Sourced Software.