Effective as of January 05th, 2021

 

  1. The following terms have specific meaning and provide context to specific terms and conditions within the Terms of Use agreement.

a.  “Affiliate” refers to any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with ProStars.

b. The term “Agreement” (which may also be referenced herein as these “Terms of Use”) refers, collectively, to all the terms, conditions, and notices contained or referenced in this document.

c. “Biz Users” refer to 1) client users who submit postings and/or requests for proposals from Pro Users for providing professional consultative services for a fee (“a Project”); and 2) who contract with Pro Users for Projects.  A Biz User can recruit a Pro User to become a permanent employee subject to Section 8 below.   Pro Users may submit proposals (“Bids”) for Projects and should establish terms of the relationship with Biz Users with a contract outside of the ProStars Platform via a signed engagement letter, statement of work or other written agreement. Please see Section 7 for more information about Projects, Bids, and Biz Users.

d. “Content” refers to content featured or displayed through the Website, including without limitation text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials that are available on the Website. Content includes, without limitation, User-Generated Content, which may be submitted by any Pro User or Biz User.

e. “Intellectual Property Rights” refers to 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 as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

f. “Pro Users” refer to registered professional services Pro Users who may communicate with and provide contracting or consulting work to clients (“Biz Users) or other Pro Users via the Service. Pro Users are not the employees or agents of prostars.com, Inc.  Section 7 of this Agreement has more information about Pro Users.

g. The terms “ProStars’ Service,” the “Service,” or the “Services” refer to the online consulting project administration service provided by ProStars, including, without limitation, access to ProStars’ online community; communication tools; document management and storage solutions; and payment services. ProStars is not an employment agency or a professional services referral service.  We provide Users a marketplace to meet and leverage a common project administration service to support their Project.  The term “ProStars’ Platform” refers to the online process and system built to support the ProStars’ Service.

h. There are three primary parties to this agreement: 1) prostars.com, Inc., referred to as “ProStars”, 2) the client user referred to as a “Biz User” or “Biz”, and 3) the professional services user referred to as a “Pro User” or “Pro” which may be a management consultant, accountant, lawyer, engineer, architect and/or other professional services consultant.

i. “The User,” “You” and “Your” refer to the person, company, or organization that has visited or is using the Website and/or the Service. A User may be a Pro User, a Biz User, both, or neither.  “We”, “Us” and “Our” refer to prostars.com, Inc., its employees and leadership team.

j. The “Website” or “Site” refers to ProStars’ website located at https://www.prostars.com, all its pages, its integrated domains, and all content, computer code and services found on the Website.

2. About the ProStars Service.

a. The ProStars Service is a platform for collaboration and communication between professionals and those seeking professional services.  ProStars provides both Pro Users and Biz Users with online consulting project administration services which include providing the platform for both parties to meet, determine if their needs align, negotiate, manage time & expense, invoice, payment processing and rating their experience. In exchange for these services, ProStars charges Biz Users a fee based on the amount of professional services invoiced by Pro Users. Section 14.f below describes the ProStars Service fee in detail.

b. ProStars is not a “Consulting Firm”, “Accounting Firm”, “Engineering Firm”, “Law Firm”, or “Architecture Firm”.  ProStars does not offer legal advice, legal opinions, legal representation, legal referrals, or any type of legal recommendation or support. ProStars does not offer any accounting or tax advice, or opinions.  ProStars does not offer any engineering or architectural reports, analysis, drawings, plans, advice, suggestions, or any type of professional engineering or architectural deliverables.  Users are not the employees or agents of ProStars.  ProStars is not involved in agreements between Users or in the representation of Users. At no point shall ProStars be held liable for the actions or omissions of any Pro User performing professional consulting services for Biz Users.

c. ProStars is not a professional referral service or an employment agency. ProStars does not select or endorse any individual Pro User to service a Biz User.  While ProStars uses commercially reasonable efforts to confirm registered Pro Users’ claims of being certified or licensed in respective professions (accounting, legal, engineering, and architecture), ProStars does not make any warranty, guarantee, or representation as to the ability, competence, quality, or qualifications of any Pro User.  ProStars does not warrant or guarantee that Pro Users are covered by professional liability insurance. ProStars encourages Biz Users to research any Pro User before contracting professional services.

d. ProStars does not vouch for any of its Users. ProStars simply provides a platform on which those seeking professional services may communicate and transact with professionals. ProStars does not endorse any of its Pro Users and does not sanction statements that Pro Users make on the platform.

e. ProStars does not guarantee results. From time to time, Biz Users may submit reviews of Pro Users; these reviews do not constitute a guarantee, warranty, or prediction of future performance of their services.  ProStars will have no responsibility or liability of any kind for any User-Generated Content or professional advice, legal or otherwise, Users encountered on or through the Website, and any use or reliance on User-Generated Content or professional advice is solely at your own risk.

f. ProStars is not a party to the relationship or any dealings between Biz and Pro. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Services, or (e) paying for Service Contracts or Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User

3. License and Intellectual Property Notice.

a. ProStars grants you a limited, non-exclusive, and non-transferable license to access the Site and the Services. This license is subject to and conditioned on compliance with the Site Terms of Use and, to the extent applicable, the rest of the Terms of Use. We try to keep our Site and the Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. In fact, we might even stop providing the Site or the Services completely or stop providing certain features without notice.

b. ProStars retains all ownership of our intellectual property, including our copyrights, patents, and trademarks.

i. ProStars retains ownership of all Intellectual Property Rights of any kind related to the Website and Service, including applicable copyrights, patents, trademarks and other proprietary rights. Other trademarks, service marks, graphics and logos used in connection with the Website and the Service may be the trademarks of other third parties. This Agreement does not transfer from us to you any ProStars or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with us. We reserve all rights that are not expressly granted to you under this Agreement.

ii. Specifically, ProStars, prostars.com, and all other trademarks that appear, are displayed, or are used on the Website or as part of the Service are registered or common law trademarks or service marks of prostars.com, Inc. These trademarks may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from ProStars, except as an integral part of any authorized copy of the Content.

c. ProStars shall have the appropriate license to or shall own all right, title, and interest, including all related Intellectual Property Rights, in and to the ProStars technology, the Services. You agree that ProStars shall own all right, title, and interest to any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you to ProStars relating 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, the ProStars technology, or the Intellectual Property Rights owned by ProStars. The ProStars name, the ProStars logo, and the product names associated with the Services are trademarks of ProStars or its licensors, and no right or license is granted to use them.

4. User Responsibilities. You, and you alone, are responsible for your account and anything that happens while you are signed in to or using your account. Your security is your responsibility.

a. Disputes Between Users. If either a Pro User or Biz User has a dispute within their mutually agreed contract, the agreement should provide remedies for the dispute.  This is a common section of professional services contracts.  Before entering into a contract, both the Biz User and Pro User are responsible for including how they will resolve any disputes which may occur.  ProStars strongly recommends that both parties have attorneys review their agreement before you execute a contract.

b. User Account Security. If you sign up for the Service, you will create a personalized account which includes a unique username and a password to access the Service and to receive messages from ProStars. You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You agree to notify ProStars immediately of any unauthorized use of account, or any other breaches of security. We will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your computer, mobile device, or other computing device and/or account.

c. Relationship with Pro Users. Because we cannot guarantee the fitness of any of our Pro Users for your specific needs, we encourage Biz User to research any Pro User before contacting professional services. Biz Users should request a written legal engagement agreement specifying the terms, scope, limitations, and conditions of the Project.

d. No Reliance on User-Generated Content. User-Generated Content posted on the Website, such as blog posts, is provided for informational purposes only, with no assurance that the User-Generated Content is true, correct, or accurate. User-Generated Content is not a substitute for professional services (i.e., legal, accounting, engineering).

e. Compliance with Laws. You represent and warrant that: (i) you have the authority to, and are of legal age in your jurisdiction to, bind yourself to this Agreement; (ii) your use of the Service will be solely for purposes that are permitted by this Agreement; (iii) your use of the Service will not infringe or misappropriate the Intellectual Property Rights of any third party; and (iv) your use of the Service will comply with all local, state and federal laws, rules, and regulations, and with all other ProStars policies.

5. Use and Conduct Restrictions. You are allowed to use the Service as long as you follow a few basic rules. The following Use Restrictions and Conduct Restrictions are the basic rules we expect users to follow while using the Service. We are not responsible for the content our users post, and we have the right to close accounts if we need to.

a. Prohibited Content. You agree that you will not under any circumstances transmit any Content (including software, text, images, or other information) that

i. is unlawful or promotes unlawful activity;

ii. defames, harasses, abuses, threatens, or incites violence towards any individual or group;

iii. is pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

iv. is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

v. contains or installs any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;

vi. regards the creation, publication, distribution of “fake news”, “hoax news” or similar false content purposefully intended to mislead readers for financial or other gain;

vii. infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights;

viii. impersonates any person or entity, including any of our employees or representatives;

ix. violates the privacy of any third party;

x. regards or promotes in any way any escort services, prostitution, or sexual acts;

xi. is harassing toward another person based on the person’s inclusion in a protected class as defined by applicable law;

xii. fraudulent or misleading uses or content, including:

fraudulently billing or attempting to fraudulently bill any Biz User, including by (i) falsifying or manipulating or attempting to falsify or manipulate the hours, keystrokes, or mouse clicks recorded in the ProStars Platforms, (ii) reporting, recording, or otherwise billing Biz Users for time that was not actually worked, or (iii) reporting, recording, or otherwise billing hours worked by another person as hours worked by you in a way that is misleading or false;

misrepresenting your experience, skills, or information, including by representing another person’s profile, or parts of another person’s profile, as your own;

using a profile photo that misrepresents your identity or represents you as someone else;

impersonating any person or entity, including, but not limited to, a ProStars representative, forum leader, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;

falsely stating or implying a relationship with another User, including a Biz User continuing to use a Pro User’s profile or information after the Pro User no longer works with the Biz User;

falsely attributing statements to any ProStars representative, forum leader, guide or host;

falsely stating or implying a relationship with ProStars or with another company with whom you do not have a relationship;

allowing another person to use your account, which is misleading to other Users; or

falsely stating that one Pro User will perform the work on a job when another will in fact perform the work, including submitting a proposal on behalf of a Pro User that is unable, unwilling, or unavailable to do the work.

xiii. expressing an unlawful preference in a job post or proposal or otherwise unlawfully discriminating on a protected basis;

xiv. posting identifying information concerning another person;

xv. spamming other Users with proposals or invitations or posting the same job multiple times so that more than one version remains active at a given time;

xvi. making or demanding bribes or other payments without the intention of providing services in exchange for the payment;

xvii. requesting or demanding free services, including requesting Pro Users to submit work as part of the proposal process for very little or no money or posting contests in which Pro Users submit work with no or very little pay, and only the winning submission is paid the full amount;

xviii. requesting a fee before allowing a User to submit a proposal;

xix. attempting to or actually manipulating or misusing the feedback system, including by:

withholding payment or work product or engaging in any other conduct for the purpose of obtaining positive feedback from another User;

attempting to coerce another User by threatening to give negative feedback;expressing views unrelated to the work, such as political, religious, or social commentary, in the feedback system; or

offering services for the sole purpose of obtaining positive feedback of any kind.

xx. duplicating or sharing accounts;

xxi. selling, trading, or giving an account to another person without ProStars’s consent;

xxii. directly or indirectly, advertising or promoting another website, product, or service or soliciting other Users for other websites, products, or services, including advertising on ProStars to recruit Pro Users and/or Biz Users to join another website or company;

xxiii. conduct or actions that could jeopardize the integrity of or circumvent the Site, Site Services or ProStars’s proprietary information, including:

interfering or attempting to interfere with the proper operation of the Site or Site Services or any activities conducted on the Site;

bypassing any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein;

attempting to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site;

using any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission;

attempting to or interfering with or compromising the system integrity or security or deciphering any transmissions to or from the servers running the Site;

collecting or harvesting any personally identifiable information, including Account names, from the Site;

attempting to or imposing an unreasonable or disproportionately large load (as determined in ProStars’s sole discretion) on the Site’s infrastructure; Introducing any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site that is designed to or known to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any software, firmware, hardware, computer system, or network of ProStars or any third party;

accessing or attempting to access the Site or Site Services by any means or technology other than the interface provided; or

framing or linking to the Site or Site Services except as permitted in writing by ProStars.

xxiv. attempting to or actually reverse engineering, modifying, adapting, translating, preparing derivative works from, decompiling, interfering with the operation of, or otherwise attempting to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law or ProStars; or

xxv. accessing or using the Site or Site Services to build a similar service or application, identify or solicit ProStars Users, or publish any performance or any benchmark test or analysis relating to the Site.

b. Enforcement. We reserve the right, but do not assume the obligation, to investigate any potential violation of this Section 5 or any other potential violation of these Site Terms of Use and to remove, disable access to, or modify any content on the Site. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of these Terms of Use.

c. Reporting and Correcting Violations. If you become aware of any violation of these Site Terms of Use, you must immediately report it to us at info@prostars.com. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of these Site Terms of Use.

d. Users Must Be Over Age 18. You represent that you are over the age of 18. ProStars does not target our Content to children or teenagers under 18, and we do not permit any Users under 18 on our Service. If we learn of any User under the age of 18, we will terminate that User’s account immediately.

e. No Liability for User Interactions.  ProStars may monitor interactions on the website. Any liability, loss or damage that occurs as a result of any User interactions, including, without limitation, Project Postings, that you input or receive through your use of the Service is solely your responsibility. At our discretion, we, or technology we employ, may monitor and/or record your general interactions with the Service, though not the specifics of your “Project” interactions.

f. Right to Terminate Accounts. We have the right (though not the obligation) to, in our sole discretion, determine whether or not any User conduct is appropriate and complies with these Terms of Use, or terminate or deny access to and use of the Service to any User for any reason, with or without prior notice.

6. User-Generated Content. You own your content, but you allow us certain rights to it, so that we can display and share the content you post. We have the right to remove content if we need to.

a. Responsibility for User-Generated Content. You may create content, written or otherwise, while using the Service (“User-Generated Content”). You are solely responsible for the content of, and any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that content. Any liability, loss or damage that occurs as a result of the use of any User-Generated Content that you make available or access through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your User-Generated Content. By submitting any User-Generated Content, you agree that you will not upload, post or otherwise transmit any User-Generated Content that (a) violates or infringes in any way upon the rights of others, including any statements which may defame, harass, stalk or threaten others; (b) you know to be false, misleading or inaccurate; (c) contains blatant expressions of bigotry, racism, racially or ethnically offensive content, hate speech, abusiveness, vulgarity or profanity; (d) contains or advocates pornography or sexually explicit content, pedophilia, incest, bestiality, or that is otherwise obscene or lewd; (e) violates any law or advocates or provides instruction on dangerous, illegal, or predatory acts, or discusses illegal activities with the intent to commit them; (f) advocates violent behavior; (g) poses a reasonable threat to personal or public safety; (h) contains violent images of killing or physical abuse that appear to have been captured solely, or principally, for exploitative, prurient, or gratuitous purposes; (i) is protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express permission of the owner of such copyright, trademark, trade secret, right of publicity or other proprietary right; (j) contains any unsolicited or unauthorized advertising or promotional materials with respect to products or services, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation; or (l) uses the name or likeness of an identifiable natural person without such person’s consent.

b. Right to Post. You represent and warrant that you have the right to post all User-Generated Content you submit. Specifically, you warrant that you have fully complied with any third-party licenses relating to User-Generated Content, and have taken all steps necessary to pass through to end users any required terms.

c. ProStars May Modify or Remove Content. We have the right (though not the obligation) to, in our sole discretion, determine whether or not any User-Generated Content appropriate and complies with these Terms of Use, or refuse or remove any User-Generated Content that, in our reasonable opinion, violates any ProStars policy or is in any way harmful, inappropriate, or objectionable. ProStars further reserves the right to make formatting and edits and change the manner any User-Generated Content is displayed on the Website.

d. Ownership of User-Generated Content. Except for Content that originates from ProStars, we do not claim ownership of any Content that is transmitted, stored, or processed in your account. You retain all ownership of, control of, and responsibility for User-Generated Content you post.

e. License Grant. Solely to allow ProStars to use Content you upload to the Service reasonably without violating any rights you have in it, you grant us the following rights: by posting any Content via the Website, you expressly grant ProStars and our successors a worldwide, sublicensable, fully-paid and royalty-free, and non-exclusive license to use, reproduce, display, modify, adapt, distribute, and perform the Content in connection with ProStars’ business purpose. This license does not grant ProStars the right to sell User-Generated Content or otherwise distribute it outside of our Website. This license will terminate at the time when the Content is removed from the Website.

7. Pro Users. Pro Users are independent professionals who offer to perform consulting services for prospective Biz Users. They are not employees of ProStars.

a. User Responsibilities. Pro Users are solely responsible for ensuring that any information, solicitations, or advertisements they post or place on the Website, including without limitation User-Generated Content, and any communications they may have with prospective clients through the Website or the Service, fully comply with all applicable laws and rules of professional conduct, including those concerning those regulating the form, manner or content of communications with Biz Users, advertising, or other matters.

b. Payment of Pro Users. Certain specific terms govern Pro Users and payment.

i. ProStars Is Not A Party To Contracts.  Pro Users and Biz Users are responsible for creating their own contract related to the work for which they are using the ProStars Platform to help administer.  Within their contract, they will be responsible for agreeing to terms to addressing payments, deliverables, dispute resolution / remedies and termination.  ProStars facilitates these contracts by supplying a platform for communication management and payment tools. If either a Pro User or Biz User has a dispute within their mutually agreed to contract, the agreement should provide remedies for the dispute.  This is a common section of professional services contracts.  Before entering into a contract, both the Biz User and Pro User are responsible for including how they will resolve any disputes which may occur.  ProStars strongly recommends that both parties have attorneys review their agreement before they execute a contract.

ii. All Professional Services Fees Are Paid To Pro Users. ProStars does not provide professional services (i.e., accounting, legal, engineering, architecture or management consulting services) and does not charge for professional services. Payments made to Pro Users via ProStars’ billing platform are transferred directly to the Pro User’s payment account.  Pro Users receive 100% of their billing rate; no fees are charged to Pro Users.

iii. Pro Users Shall Receive Payment Through the Service for All User Transactions.  Pro Users who receive Projects through the Service shall receive payment through the service for all transactions related to that user, including subsequent transactions not necessarily related to the initial Project. If a Biz User is either unwilling or unable to make payment via ProStars, Pro User agrees to notify ProStars of any new payment arrangement.

8. Contingent Recruiting

a. In the event that a Biz Client employs any Pro User as a full-time employee within 24 months of their Project on ProStars together, Biz User will pay ProStars a fee of 10% of their first 12 month’s salary but not to exceed $10,000.

9. Disintermediation Policy and Fees.

a. The parties acknowledge that ProStars uses substantial resources and effort to connect Biz User with ProStars’ Pro Users.  Except as provided in section 8.a, above, Biz User represents and warrants that it will not circumvent or attempt to circumvent ProStars or this Agreement, or in any way procure professional services from a Pro User outside of the ProStars Platform, without ProStars’ prior written consent. Should Biz User breach its warranty in this section, Biz User shall pay ProStars a one-time fee equal to the greater of: 1) twenty-five percent (25%) of Pro User’s estimated annual compensation from Biz User; or 2) $12,500.  Upon payment of the aforementioned fees described in this Section, ProStars shall provide written consent for the Pro User to provide professional services to Biz User outside the ProStars Platform.  This section shall not apply to a Biz User who has a demonstrable history of obtaining professional services from Pro User, prior to the Effective Date of this Agreement.

b. At ProStars’ discretion, any Pro Users engaging Biz Users such as to cause a violation of 9.a. above may have substantial restrictions placed on their account, which may meaningfully limit their usage of ProStars

10. Third Party Content. There may be content from third parties on ProStars’ website, such as blog posts written by other users or links to other websites. Because we cannot control that content, we are not responsible for that content or for the websites that content may link to.

a. Access To Third Party Content. By using the Service, you will be able to access Content belonging to or originating from third parties (“Third Party Content”). Your use of the Service is consent for ProStars to present this Content to you. You acknowledge all responsibility for, and assume all risk for, your use of Third Party Content.

b. No Responsibility For Third Party Content. As part of the Service, ProStars may provide you with convenient links to third party website(s) as well as other forms of Third Party Content. These links are provided as a courtesy to Service subscribers. We have no control over third party websites or content or the promotions, materials, information, goods or services available on them. By linking to such content, we do not represent or imply that we adopt or endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than ProStars. We are not responsible for any Third Party Content accessed through our Website. If you decide to leave the Website and access Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any such content.

c. No Authorization To Use Third Party Content. This Agreement does not authorize you to distribute, publicly display, publicly perform, make available, alter, or otherwise use any Third Party Content except as permitted by ProStars’ terms and conditions.

11. Copyright Policy. The Services contain areas in which you may post or upload user-generated content, comments, video, photos, messages, other materials or items (collectively, “User Content”). You are solely responsible for your use of any User Content you submit.

a. Reporting Claims of Copyright Infringement. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

i. Your physical or electronic signature.

ii. Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Services, a representative list of such works.

iii. Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

iv. Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

v. A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

vi. A statement that the information in the written notice is accurate.

vii. A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Our designated copyright agent to receive DMCA Notices and Counter-Notices (as further defined below) may be contacted at info@ProStars.com.

b. Counter-Notification Procedures. If you believe that material you posted on the Services was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our copyright agent designated below. Pursuant to the DMCA, the Counter-Notice must include substantially the following:

i. Your physical or electronic signature.

ii. An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.

iii. Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

iv. A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.

v. A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Services may be found) and that you will accept service from the person (or an agent of that person) who provided the Services with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice. Please be aware that if you knowingly materially misrepresent that material or activity on the Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

12. Email Communications. We use email and other electronic means to stay in touch with our users.

a. Electronic Communications Required. For contractual purposes, you (i) consent to receive communications from ProStars in an electronic form via the email address or phone number you have submitted or via the Service; and (ii) agree that all Terms of Use, agreements, notices, disclosures, and other communications that ProStars provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. This section does not affect your non-waivable rights.

b. Legal Notice To ProStars Must Be In Writing. Communications made through email or the Service’s private messaging system will not constitute legal notice to ProStars or any of our officers, employees, agents or representatives in any situation where notice to ProStars is required by contract or any law or regulation.

13. Termination. You may cancel this Agreement and close your account at any time.

a. You May Terminate This Agreement. If you wish to terminate this Agreement or your account with the Service, you may simply discontinue using ProStars. If you wish to delete your User account data, please contact ProStars at info@ProStars.com. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

b. ProStars May Terminate This Agreement. ProStars may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately.

c. Relationships Between Professional Service Provider And Client Survive Termination. Termination of your relationship with ProStars does not affect your relationship with any consultant or client you have retained through the ProStars Service. All legal, contractual, and ethical duties, obligations and responsibilities are not impacted by termination of the ProStars relationship.

d. Some Provisions Survive Termination. 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.

14. Payment and Transactions.

a. Payment Process.  ProStars payment processing service is provided by Stripe, a global online payment processor for the top technology companies.  Visit www.stripe.com for more information.  To trigger payment processing by Stripe between Pro Users and Biz Users, the Pro User must submit an invoice to the Biz User for approval.  The payment will be processed based on the payment terms provided within the invoice.  By approving the payment to be processed, the Biz User agrees the Pro User is due (owed) the payment based on their agreed upon contract and will not attempt to process a “chargeback” or “refund” of the payment; the Biz User also agrees if they circumvent this restriction, the Biz User agrees to repay ProStars for any “chargebacks” or “refunds” charged to ProStars from the payment processor within 30 days of notice.  A Biz User should not approve an invoice if they feel a payment is not due or not owed to a Pro User.  If you have any questions about payments, please email your questions to info@prostars.com.   The Biz User may submit disputes over payment to info@prostars.com provided that he or she adheres to the other conditions set forth in Section 19 (Dispute Resolution and Arbitration Agreement).

b. Taxes. Not every local jurisdiction is subject to taxes on professional services, but some to do require professional service providers to charge, collect, file local sales and use taxes. Pro Users are responsible for any local taxes on services they provide to Biz Users.  Moreover, the Pro User is responsible for understanding and complying with the taxable services or items they sell.  The ProStars Platform ‘invoicing’ process allows Pro User to add an additional line on the invoice to include any taxes required based on the services performed.  Pro Users are responsible for filing and paying the taxes collected from the Biz User.  Pro Users are also responsible to provide ProStars accurate W-9 information to assist ProStars in creating 1099-K or 1099-Misc tax statements on behalf of the Biz Users.  As with local taxes, Pro Users are responsible for filing their State and Federal income taxes.   If a Pro User needs help with filing their taxes, they can find qualified accounting Pro Users on prostars.com to help them.

c. Responsibility for Payment.  Biz Users are responsible for all fees, including taxes, other than income taxes, service, and processing fees, associated with your use of the Service. By using the Service, Biz Users agree to pay the Pro User through ProStars the amount agreed during the Project setup process on ProStars or the undisputed invoice which the Biz User has approved, and the associated service and processing fees, unless the Biz User disputes the invoice by sending an email to info@ProStars.com and adhere to the other conditions set forth in Section 20 (Dispute Resolution and Arbitration Agreement). You are responsible for providing us with a valid means of payment.

d. ProStars’ Responsibility. ProStars agrees to present the Biz User with a full invoice of each charge for the Biz User’s approval in advance of charging your bank account, credit card or Stripe account. ProStars agrees to pay the applicable Pro User the full amount of their professional fees.

e. Payment Authorization. By agreeing to these terms, Biz User gives ProStars permission to process payments on their behalf to pay professional fees which you have approved and is owed to the Pro User along with applicable ProStars Service Fees.

f. ProStars Service Fees. The ProStars Service fee is based on a percentage of professional fees and not applied to expense reimbursements or taxes. The standard fee percentage used to calculate ProStars Service Fees is 17.5%. Biz Users who choose to pay using ACH Direct Debit are eligible for a discounted ProStars Service Fee of 15%.

15. Disclaimer of Warranties. We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.

a. ProStars provides the Website and the Service “as is,” without warranty of any kind. Without limiting the foregoing, ProStars expressly disclaims all warranties, whether express, implied or statutory, regarding the Website and the Service including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

b. Specifically, ProStars makes no representation or warranty that the information we provide or that is provided through the Service is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, that the Service will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your use of information, content or other material obtained from the Service. Some jurisdictions limit or do not permit disclaimers of warranty, so this provision may not apply to you.

c. Any professional services information (i.e., consulting, accounting, legal, engineering or architecture information) provided on the Service is for informational purposes only. ProStars and any creator of User-Generated Content containing professional services information disclaim all warranties, either express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement of third parties’ rights, and fitness for particular purpose, to the fullest extent permitted by law. In no event will ProStars or a Pro User be liable for any damages (including, without limitation, incidental and consequential damages, personal injury / wrongful death, lost profits, or damages resulting from lost data or business interruption) resulting from the use of or inability to use the Service or the User-Generated Content, whether based on warranty, contract, tort, or any other legal theory, and whether or not ProStars or contributors of User-Generated Content are advised of the possibility of such damages. Neither ProStars nor contributors of User-Generated Content are liable for any personal injury, including death, caused by your use or misuse of the Service or User-Generated Content.

16. Limitation of Liability. We will not be liable for damages or losses arising from your use of the service or arising under this Agreement. Please read this section carefully; it limits our obligations to you.

a. To the extent permitted by applicable law, in no event will ProStars be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from (i) the use, disclosure, or display of your User-Generated Content; (ii) your use or inability to use the Service; (iii) the Service generally or the software or systems that make the Service available; or (iv) any other interactions with ProStars or any other User of the Service, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not ProStars has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. ProStars will have no liability for any failure or delay due to matters beyond our reasonable control. Some jurisdictions limit or do not permit disclaimers of liability, so this provision may not apply to you.

17. Release and Indemnification.

a. You agree to indemnify and hold harmless ProStars from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement.

b. If you have a dispute with one or more Users, you release ProStars from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

18. Modification of Terms of Use.  ProStars may amend this Agreement from time to time, and in ProStars’ sole discretion. We will provide notification to Users of material changes to this Agreement (i) by sending a notice to the primary email address specified in your account, which will take effect immediately upon our sending of this email, and/or (ii) through our Website at least 30 days prior to the change taking effect by posting a notice on our home page.  Non-material changes to this Agreement will take effect immediately. We encourage visitors to frequently check this page for any changes to this Agreement.   Your continued use of the Service after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.

19. Dispute Resolution and Arbitration Agreement

a. ProStars is committed to participating in a consumer-friendly dispute resolution process. This Dispute Resolution and Arbitration Agreement shall apply if your (i) Country of Residence is in the United States; or (ii) your Country of Residence is not in the United States, but bring any claim against ProStars in the United States (to the extent not in conflict with Section 20).

b. Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and ProStars each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact ProStars’ customer service team by emailing us at info@prostars.com.  If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.

c. Agreement to Arbitrate. You and ProStars mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the ProStars Service (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and ProStars agree that the arbitrator will decide that issue.

d. Exceptions to Arbitration Agreement. You and ProStars each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

e. Modification to AAA Rules – Arbitration Hearing/Location. In order to make the arbitration most convenient to you, ProStars agrees that any required arbitration hearing may be conducted, at your option, by telephone, online, or based solely on written submissions; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.

f. Modification of AAA Rules – Attorney’s Fees and Costs. You and ProStars each agree that either party may be entitled to seek an award of attorney fees and expenses if they prevail in arbitration, to the extent provided under applicable law and the AAA rules.

g. Arbitrator’s Decision. 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 with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

h. Jury Trial Waiver. You and ProStars acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

i. No Class Actions or Representative Proceedings. You and ProStars acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and ProStars both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.

j. Severability. In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

k. Changes. Notwithstanding the provisions (“Modification of these Terms”), if ProStars changes this Section (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of ProStars’ email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and ProStars in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).

20. Miscellaneous. This Agreement is controlled by Colorado law. You, and you alone, are responsible for any obligations you agree to under this contract. If we are involved in a merger or acquisition, we may transfer this Agreement, as long as your rights are protected. You may only agree to these terms if you are able to form a binding contract in your state.  These terms, including our Privacy Policy, are the complete agreement between us, and no other terms apply.

a. Governing Law. Except to the extent applicable law provides otherwise, this Agreement between you and ProStars and any access to or use of the Website or the Service are governed by the federal laws of the United States of America and the laws of the State of Colorado, without regard to conflict of law provisions. You and ProStars agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of Denver, Colorado, except as provided below in this Agreement.

b. Severability. If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of ProStars to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

c. Limitation of Term of Action. You agree that any cause of action related to or arising out of your relationship with ProStars must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

d. Non-Assignability. ProStars may assign or delegate these Terms of Use and/or the ProStars Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Use or Privacy Policy without ProStars’ prior written consent, and any unauthorized assignment and delegation by you is void.

e. Section Headings and Summaries Non-Binding. Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.

f. Complete Agreement. These Terms of Use, together with the Privacy Policy at https://www.prostars.com/privacypolicy, represent the complete and exclusive statement of the agreement between you and ProStars. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and ProStars relating to the subject matter of this Agreement. This Agreement may only be modified by a written amendment signed by an authorized ProStars’ executive, or by the posting by ProStars of a revised version.

g. Authorization to Contract. You represent and warrant that if you are an individual, you are of legal age to form a binding contract; or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use and register for the Service.

h. Geographic Restrictions. The Content and Services are based in the state of Colorado in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.

You acknowledge that you have read these Terms of Use, understand the Terms of Use, and will be bound by these terms and conditions.