Terms of Service

1. ELIGIBILITY

You must be at least 18 years old and legally able to enter into a binding agreement to use the Services.

The Services are intended for business and professional use. You may not use the Services if doing so would violate applicable law or regulation.

The Services are not designed for compliance with industry-specific laws such as HIPAA, FISMA, or GLBA. You may not use the Services in connection with regulated data or activities that would subject us to those laws unless we expressly agree otherwise in writing.

2. THE SERVICES

ProfitBuilderOS provides CRM and related business software tools designed to help users manage customer relationships, leads, communications, workflows, and related business operations.

We may update, improve, modify, suspend, or discontinue any part of the Services at any time. We do not guarantee that any feature or functionality will always remain available.

3. ACCOUNTS

To use certain parts of the Services, you may be required to create an account.

You agree to:

• provide accurate, current, and complete information;
• keep your login credentials secure and confidential;
• promptly update your information if it changes; and
• remain responsible for all activity that occurs under your account.

You must notify us promptly if you believe your account has been accessed without authorization.

We may suspend or terminate accounts that contain false information, violate these Terms, or create risk for the Services or other users.

You are responsible for ensuring that each user who accesses the Services through your account or workspace complies with these Terms.

4. SUBSCRIPTIONS, FEES, AND PAYMENT

Certain parts of the Services may require a paid subscription.

Billing

Subscriptions are billed on a monthly recurring basis, unless otherwise stated in an order form or separate written agreement.

By purchasing a subscription, you authorize us and our payment processor to charge your payment method for all applicable fees, taxes, and renewals until cancellation.

Auto-renewal

Your subscription automatically renews at the end of each billing period unless canceled before renewal.

Cancellation

You may cancel your subscription at any time. Cancellation will take effect at the end of the then-current paid billing period unless otherwise required by law.

Price changes

We may change pricing from time to time. If we do, we will provide notice as required by applicable law.

Payment processor

Payments are processed by Stripe or other payment providers we may designate from time to time. We do not store full payment card details on our own servers.

Taxes

Unless otherwise stated, fees do not include taxes, levies, duties, or similar governmental assessments, including sales, use, value-added, withholding, or similar taxes. You are responsible for paying all applicable taxes associated with your purchases, excluding taxes based on our net income.

Failed payments and non-payment

If we are unable to process payment using your selected payment method, we may retry the charge and may suspend or limit access to the Services until payment is successfully received.

If fees remain overdue, we may:

• suspend your access to the Services;
• downgrade, disable, or restrict features;
• terminate your subscription or account; and
• take reasonable steps to recover unpaid amounts, where permitted by law.

Suspension or termination for non-payment does not relieve you of your obligation to pay amounts already due.

5. CUSTOMER DATA

Your data

The Services may allow you to upload, store, organize, and process business information, including information relating to your customers, leads, contacts, notes, communications, files, and related records ("Customer Data").

As between you and ProfitBuilderOS, you retain all rights in and to your Customer Data.

Your responsibility

You are solely responsible for:

• the accuracy, quality, legality, and content of Customer Data;
• ensuring you have all rights, permissions, notices, and legal bases necessary to collect, use, and share Customer Data with us for processing under these Terms;
• responding to requests from data subjects or regulators relating to Customer Data, except to the extent applicable law requires our assistance; and
• complying with all laws applicable to your Customer Data and your use of the Services.

Our role

When we process Customer Data on your behalf, we do so solely for the purpose of providing, hosting, securing, maintaining, supporting, and improving the Services, complying with applicable law, enforcing these Terms, and as otherwise instructed by you through your use of the Services.

We do not sell Customer Data and do not use Customer Data for our own advertising purposes.

Customer instructions

Your use of the Services and your configuration of the Services constitute your instructions to us for the processing of Customer Data, subject to these Terms, our Privacy Policy, and any applicable Data Processing Agreement.

Customer Data restrictions

You may not use the Services to store or process Customer Data that:

• you do not have the legal right to process;
• violates applicable law;
• infringes the rights of any third party; or
• would subject us to regulatory obligations that the Services are not designed to support, unless we expressly agree otherwise in writing.

Data Processing Agreement

If applicable law requires a data processing agreement between you and us for the processing of Customer Data, the parties agree that our Data Processing Agreement, when made available and executed or incorporated by reference, will apply and form part of these Terms.

6. ACCEPTABLE USE

You may not use the Services to:

• violate any law or regulation;
• infringe or misappropriate the rights of others;
• upload malicious code, malware, spyware, or harmful files;
• interfere with or disrupt the integrity, security, or performance of the Services;
• gain unauthorized access to accounts, systems, or data;
• scrape, harvest, extract, or systematically collect data from the Services without authorization;
• reverse engineer, decompile, or attempt to derive source code from the Services except where prohibited by law from restricting that activity;
• use the Services for fraudulent, deceptive, abusive, or unlawful activity;
• send spam or unsolicited communications through the Services;
• use the Services to store or process data that is subject to laws the Services are not designed to support, such as HIPAA-regulated data, unless expressly agreed in writing;
• use the Services in a way that burdens or harms our infrastructure or other users.

We may investigate violations and suspend or terminate access where appropriate.

7. THIRD-PARTY SERVICES

The Services may integrate with or rely on third-party services, including login providers, hosting providers, payment processors, monitoring tools, and other software or platforms.

Your use of third-party services is governed by the terms and policies of those third parties. We are not responsible for third-party products or services, nor for interruptions, errors, or losses caused by them.

Without limiting the foregoing, our current infrastructure and operations may involve third-party providers such as:

• Railway for hosting, infrastructure, and backups;
• Stripe for payment processing; and
• Sentry for error monitoring and system diagnostics.

We may change providers from time to time.

8. INTELLECTUAL PROPERTY

The Services, including all software, code, interfaces, designs, text, graphics, logos, trademarks, and other content provided by us, are owned by or licensed to ProfitBuilderOS and are protected by intellectual property laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your internal business purposes.

Except as expressly permitted in these Terms, you may not:

• copy, modify, distribute, sell, lease, sublicense, or commercially exploit the Services;
• remove proprietary notices;
• use our trademarks, branding, or materials without prior written permission.

We reserve all rights not expressly granted.

9. FEEDBACK

If you provide suggestions, ideas, enhancement requests, comments, or other feedback regarding the Services ("Feedback"), you grant us a worldwide, perpetual, irrevocable, royalty-free right to use, modify, and incorporate that Feedback without restriction or compensation to you.

10. PRIVACY

Our collection and use of personal information are described in our Privacy Policy, available at:

https://profitbuilderos.com/privacy

By using the Services, you acknowledge that you have read and understood the Privacy Policy.

You understand that the Services are hosted in the United States and that your information may be processed and stored in the United States and other locations where our service providers operate.

11. AVAILABILITY, SUPPORT, AND CHANGES

We work to keep the Services available and reliable, but we do not guarantee uninterrupted or error-free operation.

The Services may be unavailable from time to time due to maintenance, upgrades, outages, third-party failures, or other causes beyond our control.

We may release updates, patches, bug fixes, or feature changes at any time. We may also change or remove functionality where reasonably necessary for business, legal, security, or technical reasons.

Unless separately agreed in writing, we are not obligated to provide any specific support level, service level agreement, or maintenance commitment.

12. SUSPENSION AND TERMINATION

These Terms remain in effect for as long as you use the Services.

We may suspend or terminate your access to the Services at any time if:

• you breach these Terms;
• you fail to pay fees when due;
• you create legal, security, or operational risk;
• we are required to do so by law; or
• your use of the Services could harm us, the Services, or other users.

We may also suspend access immediately where reasonably necessary to prevent harm to the Services, protect security, respond to abuse, or comply with legal obligations.

You may stop using the Services at any time. If you have a paid subscription, cancellation rules in the "Subscriptions, Fees, and Payment" section apply.

Upon termination:

• your right to use the Services ends immediately;
• we may disable access to your account and Customer Data;
• we may delete Customer Data in accordance with our retention practices, Privacy Policy, and applicable law; and
• provisions that by their nature should survive termination will survive, including provisions related to fees owed, intellectual property, disclaimers, limitations of liability, indemnification, dispute resolution, and governing law.

13. EXPORTS AND SANCTIONS

You may not use, export, re-export, or transfer the Services except as authorized by United States law and any other applicable laws.

You represent and warrant that:

• you are not located in, organized in, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions or embargoes;
• you are not listed on, and are not owned or controlled by a party listed on, any applicable government prohibited or restricted party list; and
• you will not use the Services in violation of applicable export control or sanctions laws.

14. DISCLAIMERS

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE;
• DEFECTS WILL BE CORRECTED;
• THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR
• DATA LOSS, CORRUPTION, OR SECURITY BREACHES WILL NEVER OCCUR.

YOU ARE RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES ARE SUITABLE FOR YOUR NEEDS.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROFITBUILDEROS TECHNOLOGY INC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, CONTRACTORS, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

• THE AMOUNT YOU PAID US FOR THE SERVICES IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR
• US$1500

Some jurisdictions do not allow certain exclusions or limitations, so some of the above may not apply to you.

16. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless ProfitBuilderOS and its officers, directors, employees, affiliates, contractors, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• your use of the Services;
• your Customer Data;
• your violation of these Terms;
• your violation of applicable law; or
• your infringement or violation of any rights of another person or entity.

We reserve the right to assume exclusive control of the defense of any matter subject to indemnification by you, and you agree to cooperate with that defense.

17. DATA BACKUPS

We may perform backups as part of operating the Services, including through our hosting infrastructure. However, you remain responsible for maintaining appropriate copies of your important data.

We are not liable for loss, corruption, deletion, or failure to restore Customer Data, except to the extent such limitation is prohibited by law.

18. GOVERNING LAW

These Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws principles.

19. DISPUTE RESOLUTION

Informal negotiations

Before starting formal legal proceedings, you and we agree to first try to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services through informal negotiations for at least 30 days.

The informal negotiation period begins when one party provides written notice of the dispute to the other.

Binding arbitration

If a dispute is not resolved through informal negotiations, it will be resolved by binding arbitration, except for the exceptions described below.

Arbitration will be administered by the American Arbitration Association (AAA) under its applicable rules. The arbitration will take place in Massachusetts, unless the parties agree otherwise or applicable rules require a different format.

You and we agree that:

• arbitration will be conducted only on an individual basis;
• class actions and class arbitrations are not permitted;
• representative claims are not permitted.

Exceptions

Nothing in this section prevents either party from seeking:

• injunctive or equitable relief;
• relief relating to intellectual property rights; or
• relief for unauthorized access, misuse, theft, piracy, or similar violations.

If a court determines that this arbitration provision is unenforceable, then the dispute will be resolved in the state or federal courts located in Massachusetts, and the parties consent to that jurisdiction and venue.

Any claim must be brought within one (1) year after the event giving rise to the claim, unless prohibited by law.

20. CALIFORNIA NOTICE

If you are a California resident and a complaint with us is not resolved satisfactorily, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at:

Phone:

• (800) 952-5210
• (916) 445-1254

21. CHANGES TO THESE TERMS

We may update these Terms from time to time. If we make material changes, we may provide notice through the Services, by email, or by other reasonable means.

The updated Terms will be effective when posted unless otherwise stated. Your continued use of the Services after the effective date of updated Terms means you accept the revised Terms.

22. GENERAL

These Terms, together with any documents expressly incorporated by reference, constitute the entire agreement between you and us regarding the Services.

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

Our failure to enforce any provision is not a waiver of that provision.

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

Nothing in these Terms creates a partnership, joint venture, employment, agency, or fiduciary relationship between you and us.

23. CONTACT US

If you have questions, complaints, or requests regarding these Terms, contact us at:

Email: support@profitbuilderos.com