Effective Date: March 12, 2019
Last Updated: April 2, 2019

ProHub Terms and Conditions of Use

Welcome to ProHub. ProHub LLC (“ProHub”, “Company”, “us” or “we”) connects individual consumers with contractors that provide home improvement and residential services (each referred to herein as “you”) through the ProHub online website located at www.theprohubapp.com, its related mobile application(s), and other related websites and services (together, the “Services”), including features, functionalities, content, and customer services offered through such Services.The Company owns and operates all of the Services. The Services do not include services actually performed by professionals and contractors engaged by consumers through the ProHub Services.

These Terms and Conditions of Use (“Terms of Use”) govern your obligations in connection with your use of the Services. By accessing or using the Services, you indicate that you have read and understand this Terms of Use, which incorporates by reference our Privacy Notice, and agree to be legally bound by it.  Our Privacy Notice is located at www.theprohubapp.com/privacy.  You must accept this Terms of Use in its entirety in order to use any Services.  If you do not understand or do have questions about the Terms of Use, immediately stop all use of the Services and contact service@theprohubapp.com. IF YOU DO NOT ACCEPT THIS TERMS OF USE, YOU MAY NOT USE, ACCESS, OR DOWNLOAD THE SERVICES.  BY CLICKING “AGREE”, “ACCEPT” OR A SIMILAR PROMPT ACKNOWLEDGING YOUR ACCEPTANCE OF THIS TERMS OF USE, YOU AGREE TO BE BOUND BY THIS TERMS OF USE WHENEVER YOU USE THE SERVICES AFTER SUCH INITIAL ACCEPTANCE. IF AT ANY TIME YOU DO NOT AGREE TO THIS TERMS OF USE, YOU MUST CEASE YOUR USE OF THE SERVICES.  IF NO SUCH CLICK-THROUGH PROMPT OCCURS, THEN YOU AGREE TO THIS TERMS OF USE BY USING, ACCESSING, OR DOWNLOADING THE SERVICES.

This Terms of Use applies only to the ProHub brand Services and does not apply to any third-party websites that are linked to the Services.  For access to and information about the terms and conditions or privacy policies of linked third-party websites, please refer to the policies of such websites.  The Terms of Use are subject to change at any time by us, without prior notice to you, by our posting them through the Services.  It is your obligation to review the Terms of Use before accessing the Services.  Any changes to the Terms of Use will be effective immediately upon posting, unless otherwise stated. We reserve the right to change, in part or in whole, the  Services at any time, with or without notice. BY CONTINUING TO USE, ACCESS, OR DOWNLOAD ANY SERVICES AFTER SUCH CHANGES OR MODIFICATIONS TO THE TERMS OF USE, YOU AGREE TO BE BOUND BY THE UPDATED TERMS OF USE.

I. Termination Of Access
Use of the Services is a privilege. Users who violate this Terms of Use may be denied access to any Services, and we reserve the right to suspend your use of any Services for any reason at any time, as determined in our sole discretion. The Services are not intended for the use of children under the age of contractual consent in your local jurisdiction. Individuals under the age of 18 may only access the Services under the supervision of a parent or legal guardian who is at least 18 years of age, and who agrees to be bound by, and responsible for, any action taken by such individuals in connection with the Services.

II. Definitions
For the purposes of this Terms of Use, the following definitions apply:

  • “Affiliates” refers to any entity that is controls, is controlled by, or under common control with the Company.
  • “Consumer” means a User who is seeking services of a Contractor.
  • “Content” includes all Text, Graphics, Design and Programming used on the Site.
  • “Contractor” means a User who offers home improvement and residential services through the ProHub Services.
  • “Graphics” includes all logos, buttons, and other graphical elements, including the color combinations and the page layouts of the online and mobile Services, with the exception of trademarks and intellectual property belonging to third-parties and displayed with permission.
  • “Programming” includes, but is not limited to, both client-side code (including but not limited to HTML, PHP, JavaScript, etc.) and server-side code (including but not limited to Active Server Pages,  VBScript, databases, etc.) used in connection with the Services.
  • “Text” includes all text on every page of the online and mobile Services, whether editorial, navigational, or instructional.
  • “User” or “you” or “your” refers to any individual who uses or accesses any aspect of the Services, including without limitation, to Consumers and Contractors, or those agreeing to its Terms of Use.
  • “your use of the Services” includes, without limitation, any acts or omissions by Users or Company resulting from Users accessing or utilizing the Services.

III. Use Of ProHub Services
Company is not directly involved in the transaction between Consumers and Contractors, does not verify any User’s identity, has no control over Consumers, Contractors or other Users, and does not endorse, verify or otherwise certify the products or information submitted by any User, including but not limited to the quality of goods or services and the accuracy of User submitted data, text, information, images, items and links. You agree and acknowledge that Company shall not be required to monitor or exercise any editorial control whatsoever over the User submitted content created, obtained or accessible through the ProHub Services. All use of ProHub Services is at your own risk. You understand that by using and accessing the Services, and thus, this Terms of Use, you have automatically “opted-in” to communication features allowing Company and other Users to communicate with you. You may manually choose to “opt-out” of this feature at any time, but all terms and conditions set forth in this Terms of Use remain applicable to all other aspects of your use and access of the Services.

Account Registration
Prior to using and accessing certain interactive features of the Services, you are required to create a new account or login as a registered user.  Only individuals who are 18 years and older and who can form legally binding contracts under applicable law may register for an account with ProHub. Upon registration, you will be asked to provide your name, email address, and mobile number. You will then be asked to create a password for your login account, which will be set up with your email as your username. You may also be offered the opportunity to submit additional information, such as a profile image. If you register or provide information to us in any manner, you agree to provide only true, accurate, current and complete information, and you represent and warrant that you are at least 18 years old.  By registering for an account, you grant us permission to send emails, offers, promotions and other marketing material to you via email.  You may unsubscribe at any time on your profile page.

Account Information
You must keep your account information up-to-date and accurate at all times, including a valid email address and mobile number. You are responsible for maintaining the security of your account, and you are fully responsible for all activities and actions that occur in connection with the account. You agree to protect your username and password by, among other things, keeping your password and other information relating to your account confidential. If, notwithstanding the foregoing obligation, you allow another party to use your account, you will be responsible for all use of the Services by the party using your account, and agree to indemnify the Company against any loss or damages suffered as a result thereof. You must immediately notify us of any unauthorized uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including but not limited to any damages of any kind incurred as a result of such acts or omissions.

Transactions
All subscription sales are binding and non-refundable for each subscription period that you subscribe to or renew, as applicable. All services ordered by Consumers from Contractors are exclusively contractual arrangements between such Users. Each party involved in such private arrangements are responsible for their respective obligations relating to performance, insurance, fees, and taxes. All subscription fees and purchased downloads of the Services are paid by you through a third-party application marketplace.

Pursuing Claims
As permissible by applicable law, in the event you incur any losses, damages, costs or expenses as a result of your or another person’s order from a Contractor or relying on any information or content provided by a Contractor or through ProHub Services, you agree that you will not file any claims, actions or other proceedings against Company or any of its Affiliates or join Company or any of its Affiliates as a co-defendant in any such claims, actions or other proceedings.

User Submitted Content
Each User is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information. User submitted content, in addition to the other restrictions set forth herein:

  • may not contain URLs or links to any Internet Web sites;
  • may not contain unsolicited commercial solicitations;
  • may not contain material that is sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, or hateful;
  • may not contain information that is known by you to be untrue, false or misleading or which does not fairly or accurately depict or describe the subject matter which is the subject of the information posted by you; and
  • may not present information which impersonates another person, whether living or dead, misstate the identity of any person, or misstate or mislead as to gender or age.

Additionally, you grant Company a nonexclusive, worldwide, royalty-free, perpetual, paid-up, irrevocable right to exercise all copyright, trademark rights, and rights of publicity over any and all content you submit to Company in any existing or future media, known or unknown, now or at any later date, including through your use or access to the Services. User represents and warrants that User owns or otherwise controls all of the rights to the content it submits to Company and that the use of such materials by Company will not infringe upon or violate the rights of any third-party.

IV. Acceptable Use Of ProHub
The Services are intended to facilitate communications and connections between Consumers and Contractors through one centralized platform.  Consumers will have the ability to review other Consumer reviews about Contractors, select Contractors to contact, and coordinate various Contractors for performing home improvement and residential services in order to meet their needs. Contractors have access to a supply of Consumers through the ProHub Services. The Services may be used in a manner consistent with this purpose, and only within the context of being an end user for personal use. Without expanding the limited purpose above, Users may not use or access the Services for purposes of engaging in a business competitive with ProHub Services or for purposes of performing market analysis for new or existing businesses that provider services similar to or competitive with the Services.

You may not collect or use any portion of the content available through the Services in any derivative way, or download, or copy information or other matter for use of any other party.  You may not gather information and data on ProHub Services from mining, robots or other extraction tools.  The information displayed on or through the Services may not be used for any purpose except in connection with your direct personal use of the Services as permitted by this Terms of Use, and may not be excerpted, summarized, duplicated or otherwise removed from the Services except with our explicit, written permission.  In addition, you represent, warrant and agree that you will not use (or plan, encourage or help others to use) the Services for any purpose or in any manner that is prohibited by this Terms of Use or by applicable law.  You also may not interfere with the proper operation of the Services including, but not limited to, by attacking, hacking into, or otherwise attempting to penetrate any non-publicly accessible elements of the Services or its servers or network, through the use of bots, Trojan Horses, viruses, DNS attacks, or other technology which is designed or intended to interfere with the proper operation of the Services or the use of the Services by any Users.  You agree that you will not circumvent or attempt to circumvent any security or access control technology implemented on the Services, or the servers and network associated with the Services.  Any unauthorized use terminates the permission or license granted by Company, in addition to all rights at law or in equity.

You are specifically prohibited from posting, sending, submitting, publishing, or transmitting in connection with the Services any material that is unlawful or for illegal activity. You agree not to use the Services to do any of the following:

  • upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
  • upload, post, email, transmit, submit, share or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  • upload, post, email, transmit, submit, share or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
  • upload, post, email, transmit, submit, share or otherwise make available information that is known by you to be untrue, false or misleading or which does not fairly or accurately depict or describe the subject matter which is the subject of the information posted by you;
  • upload, post, email, transmit, submit, share or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, including any SMS texts, emails, or other communications with a third party, including any other User and you may not collect or use any other User’s information for the purpose of solicitation or sending general offers, marketing material, information, promotions, or advertisements;
  • upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or intercept, download or transmit unauthorized data;
  • use the Services, or other activities to “stalk” or otherwise harass or harm another, or improperly access another’s information;
  • advocate illegal activity or an intention to commit an illegal act;
  • impersonate or misrepresent your connection to any other entity or person or otherwise manipulate identifiers to disguise the origin of the content;
  • advertise or otherwise engage in any commercial endeavor without Company’s explicit, written permission, provided, however, that Contractors may perform their services to Consumers;
  • use the Services in any manner that could damage, disable, overburden, or impair any Company server, or network(s) connections, disobey any requirements, procedures, policies or regulations of networks connected to the Services or interfere with any other party’s use and enjoyment of the Services;
  • attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to any Company server, through hacking, password mining or any other means or obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services;
  • intentionally or unintentionally violate any applicable local, state, national or international law; and
  • provide or attempt to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to Section 219 of the Immigration and Nationality Act.

If you violate the foregoing obligations set forth in this Article IV or in Article V below, then, in addition to any remedies available under this Terms of Use or at law or in equity, ProHub reserves the right to assess and charge you with liquidated damages in the amount of ($500) per instance of a violation or, in its discretion, issue you with a warning. Every business day following a warning or charge of liquidated damages that a violation continues will be treated as an additional violation. Without limiting the foregoing, you agree to pay ProHub for actual damages incurred by ProHub or its third party service providers and licensors arising from each such violation, including reasonable attorneys’ fees, expert fees, and costs of collection in connection with a claim, suit, cause of action, investigation, or proceeding arising from such violations. Company is not responsible to any User for damages or penalties arising out of another User’s breach of this Terms of Use. Contractor-Users shall follow all “CAN-SPAM” guidelines and requirements.

V. Intellectual Property Rights
Company owns any and all intellectual property rights relating to the Company brand, trade name, trade dress, and other content including:  copyright, trademark, service mark, trade name, trade dress, proprietary logo, insignia, business identifier, and/or other Text and Graphics that has or provides the “look and feel” of the Company brand image, as well as all of the Content, including the Text, Graphics, Programming, photographs, video and audio contained herein and the Services (the “Intellectual Property”). Your use of the Services does not grant you any rights or licenses relating to the Company Intellectual Property, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein, except as expressly provided for in these Terms of Use.  None of the Intellectual Property may be used, reproduced, published, transmitted, distributed, displayed, performed, exhibited, modified, used to create derivative works, sold, re-sold or used in any sale, or exploited for in any way, in whole or in part, except as provided for herein and unless you obtain our prior written consent. You may not reproduce, modify, display, sell, or distribute the Intellectual Property, or use it in any other way for public or commercial purpose.  The foregoing limitations include, but are not limited to, copying or adapting the HTML code used to generate web pages on the Services, as well as any Graphics or Programming. All other product names, names of services, trademarks, service marks and other intellectual property is the property of their respective owners, as indicated, and may only be used as permitted.

ProHub appreciates your feedback and reviews regarding the Services and experiences with other Users through the Services in addition to your experience with the receipt or delivery of services directly to Users. All feedback relating to improvements, ideas, suggestions, and other materials of any kind or nature will be the exclusive property of ProHub. If you do not wish to provide ProHub with exclusive ownership of such feedback, please refrain from submitting it to ProHub. Your feedback is not subject to any confidentiality obligation of ProHub. To the extent Company does not retain such ownership in the feedback due to applicable law, then you hereby grant to Company an exclusive, worldwide, irrevocable, perpetual, paid-up, royalty-free, sublicensable, and transferable right and license to use and exploit such feedback for any purpose.

VI. Monitoring Of Information
We do not assume any obligation to review the accuracy, completeness, truthfulness or content of any information submitted to the Services by Users, if any.  Each User assumes the risk of verifying the accuracy of information posted by Users (if any) through independent investigation.  Notwithstanding the foregoing, Company reserves the right to monitor the use of the Services to determine compliance with the Terms of Use or for any other purpose whatsoever, to refuse to accept submitted information for any reason, and to suspend or terminate your access to the Services, for any or no reason and at any time. Company further reserves the right to seek any remedy available at law or in equity for any violation of the Terms of Use. You remain solely responsible for the content of your submissions and acknowledge and agree that Company shall not be liable to you or to any third-party if Company refuses to accept your submitted information or terminates your access to the Services.

Company does not perform background checks of Users and is not responsible for the acts or omissions of Users to any other party or User, including, without limitation, any acts or omissions resulting from negligence, willful misconduct, violation of law, breach of this Terms of Use, breach of any contractual obligation to you or a third party, or any tortious act or omission.

Company reserves the right to cooperate with any law enforcement authorities or court order requesting or directing Company to disclose the identity of anyone posting any email messages, or publishing or otherwise making available any materials that are believed to violate the Terms of Use or law. You agree to waive and indemnify and hold Company harmless from and against any and all claims whatsoever resulting from or in connection with any action by Company regarding any investigations either by Company or law enforcement authorities.

VII. Procedure for Making and Responding To Claims of Copyright Infringement
We will respond to claims of copyright infringement, and will promptly process and investigate notices of alleged infringement by third-parties and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”), Title 17, United States Code, Section 512(c)(2), where applicable. In keeping with the DMCA, notifications of claimed copyright infringement by third-parties should be sent to ProHub’s designated agent noted below (the “Designated Agent”).  If you believe that your copyrighted work has been infringed under U.S. copyright law and is accessible through the Services, please notify us by contacting the Designated Agent.

In order to give effective notification of a claim of copyright infringement by a third-party under the DMCA, you must send a written communication to the Designated Agent that includes substantially the following: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work, or, if multiple copyrighted works are covered by a single notification, a representative list of such works on the Services, that are claimed to have been infringed; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and  information reasonably sufficient to permit Company to locate the material; (4) information reasonably sufficient to permit Company to contact the complaining party, such as an address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted; (5) a statement that the complaining party has a good faith belief that neither the copyright owner, nor its agent nor the law has authorized the use of the material in the manner complained of; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The Designated Agent for notice of claims of copyright infringement can be reached as follows:

By mail:

ProHub
145 Newark Pompton Turnpike
Pequannock, NJ 07440

By E-mail:

service@theprohubapp.com

If a valid notification of alleged copyright infringement is received, we will remove or disable access to the material identified in the notice as being infringing or as being the subject of infringing activity, and take reasonable steps to notify the alleged infringer that it has removed or disabled access to this material. Please note that, under the DMCA, a claimant who makes a misrepresentation concerning copyright infringement may be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer who is injured by such misrepresentation as a result of reliance upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or ceasing to disable access to it.

VIII. Information You Provide to Company via ProHub
If you choose to provide any personal information via the Services, the information will be used only for certain purposes, as described in our Privacy Notice. Additionally, we may collect or share certain information based on your usage of the Services, as described in our Privacy Notice.

In order to facilitate communications between you and Company, the Services offer you the ability to contact us. Although we strive to protect and secure our online communications, and use the security measures detailed in our Privacy Notice to protect your information, please note that no data transmitted over the Internet can be guaranteed to be completely secure and no security measures are perfect or impenetrable. Company shall have no liability whatsoever for any unaccepted or unprocessed email instructions or requests, or for any loss or damage arising from or in connection with any unauthorized use by third-parties of any information that you send by email.  If you would like to transmit sensitive information to us, please contact us to arrange a more secure means of communication.

IX. Disclaimer of Warranties & Limitations of Liability

Your consent and agreement to the following disclaimers and limitations is a material inducement for us to permit you to access the Services.  Your use of the Services, and the obligations and liabilities of us in respect of your use of the Services, is expressly limited as follows:

Third-Party Websites
Notwithstanding the presentation of, or links to, any third-party information or website on the Services, no such presentation shall be considered an endorsement, guarantee, representation or warranty, either express or implied, by us on behalf of any third-party.  We shall have no liability or responsibility whatsoever for the content, subject matter or substance of any information accessed or obtained from third-party websites accessed from or via the Services.  Access to third-party websites from the Services is done at your own risk.  We do not warranty any opportunities found through the Services or through third-parties that advertise with the Services or are purchased in reliance on information obtained from the Services.  Company makes no representations or warranties regarding any opportunities found via the Services.  Any such opportunities and information are provided “as is”, except to the extent otherwise set forth in a license or sale agreement entered into in writing between you and Company or with respect to warranties that may be provided by the provider of the opportunity, if any.

Disclaimer of Endorsement and Liability
The representations, views, and opinions expressed or implied in any document or image included in, or linked to or from this site, do not necessarily state or reflect those of Company. Company does not endorse or recommend, and assumes no responsibility or liability for any actions or representations of any User, company or information contained on the Services, nor do we guarantee or assume liability for the accuracy, completeness or usefulness of any information maintained by us. The information set forth on ProHubServices is based on information provided to us by our Users, has not been reviewed or verified by us, and is provided “as is” without any express or implied warranty of any kind or nature. ProHub does not endorse and is not responsible or liable for any content, information, advertising, data, products, goods, or services from or coordinated by any third party or Contractor. It is solely Consumer’s responsibility to conduct their own due diligence and research regarding the fitness and reputation of Contractors for serving Consumer’s needs. ProHub does not conduct background or credit checks on Consumers. Users interact with other Users and contract for the receipt or delivery of services at their own risk. ProHub is not responsible for and shall have no obligation to produce any record of communications between Users through the Services. Users are responsible for selecting the forum, and documenting a record, for contractual agreements between them. ProHub does not endorse, guarantee, or warrant any promotional or discounting activities offered through the Services by Contractors. ProHub does not guarantee any promise of fees or other obligations made by Consumers to Contractors or between any Users. ProHub has no obligation to remove or filter any content or reviews made available through the Services to other Users, nor does ProHub endorse such content or reviews by leaving them posted or accessible through the Services. Notwithstanding the foregoing, ProHub may remove any such content or reviews it deems inappropriate or that otherwise violate this Terms of Use.

DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER. WE DISCLAIM ANY AND ALL EXPRESS AND IMPLIED WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD-PARTIES RIGHTS, AND FITNESS FOR PARTICULAR USE OR PURPOSE. Your use of THE SERVICES and reliance on any RELATED content is at your own risk.PROHUB MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY THIRD-PARTY PRODUCTS OR SERVICES THAT ARE OFFERED, marketed, or advertise through THE PROHUB SERVICES. REPRESENTATIONS AND WARRANTIES REGARDING THIRD-PARTY PRODUCTS OR SERVICES OFFERED THROUGH THE PROHUB SERVICES, IF ANY, ARE MADE SOLELY BY THE THIRD-PARTY OFFERORS OR CONTRACTORS OFFERING OR PROVIDING SUCH PRODUCTS OR SERVICES.

PROHUB does not warrant that the functions or content contained in THE SERVICES will be uninterrupted, Accurate or error-free.  You and not PROHUB assume the cost of all necessary servicing, repair, or correction in the event that there is any loss or damage arising from or in connection with the use of THE SERVICES or its content. PROHUB DOES NOT WARRANT OR MAKE ANY REPRESENTATION WHATSOEVER REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT OF THE SERVICES RELATED TO ACCURACY, RELIABILITY OR OTHERWISE.  THE CONTENT OF THE SERVICES MAY INCLUDE ERRORS (INCLUDING, WITHOUT LIMITATION, TECHNICAL OR TYPOGRAPHICAL ERRORS), AND PROHUB MAY MAKE CHANGES OR IMPROVEMENTS TO THIS WEBSITE AT ANY TIME with or without notice.

NEITHER PROHUB NOR ANY OTHER PERSON OR ENTITY ASSOCIATED WITH THE DESIGN OR MAINTENANCE OF THE SERVICES SHALL BE HELD LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY DAMAGE, LOSS, INJURY, OR MALFUNCTION ASSOCIATED WITH YOUR USE OF THE SERVICES.

LIMITATION OF LIABILITY
IN NO EVENT SHALL PROHUB AND/OR ITS SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, SUPPLIERS, ADVERTISERS, SPONSORS, THIRD-PARTY SERVICE PROVIDERS, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND AGENTS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT OR SPECIAL DAMAGES, (INCLUDING LOST PROFITS AND DAMAGES) WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PROHUB IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SERVICES OR THE PURCHASE OR USE OF ANY PRODUCTS OR SERVICES OBTAINED THROUGH THE SERVICES. EXCEPT AS OTHERWISE PROVIDED HEREIN, A USER MAY SEEK LEGAL OR REMEDIAL ACTION DIRECTLY FROM ANOTHER USER. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THIS PARAGRAPH MAY NOT APPLY TO YOU. IF THE FOREGOING LIMITATIONS ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE MAXIMUM LIABILITY OF PROHUB TO YOU FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO THE TOTAL DAMAGES FOR WHICH PROHUB SHALL BE LIABLE SHALL BE LIMITED TO THE COST OF THE ITEM(S) PURCHASED PLUS SHIPPING AND SALES TAX, AS APPLICABLE.

Release and Indemnification
You, on behalf of your successors, assigns, heirs, and personal representatives hereby irrevocably and fully release Company, and its subsidiaries, Affiliates and each of their officers, directors, employees, assigns, agents and representatives from and against any and all suits, claims, actions, causes of action, arbitration, liabilities, obligations, damages, losses, penalties or fines known or unknown, arising out of or in connection with (1) your use of the Services, (2) the purchase of or use by you of any products or services purchased in connection with or resulting from your use of the Services, or (3) the use of any information accessed by you from the Services.

You agree to indemnify and hold Company and its subsidiaries, Affiliates, officers, agents, employees, partners, and licensors harmless from any claim or demand, including reasonable attorneys’ fees and costs of suit, made by any third-party due to or arising out of (1) your use of the Services, (2) the purchase of or use by you of any products or services purchased through or in connection with your activities with the Services, (3) information that you submit, transmit, or otherwise make available via the Services, or (4) your breach of this Terms of Use.

You agree to indemnify, defend and hold us harmless from and against any and all liability, claims, causes of actions, damages, costs and expenses, including but not limited to, attorneys’ fees and costs of suit, arising out of your breach of these Terms of Use.

Exclusions
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  THEREFORE SOME OF THE EXCLUSIONS AND/OR LIMITATIONS STATED ABOVE MAY NOT APPLY TO YOU.

X. General Information
Entire Agreement. These Terms of Use, together with the Privacy Notice constitutes the entire agreement between you and Company governing your use of the Services, superseding any prior agreements between you and Company with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain services of Company or add-on features of the Services.

Waiver and Severability. The failure of Company to enforce any right of the provisions in the Terms of Use shall not constitute a waiver of such right or provision.  If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, it shall not affect any other provision of the Terms of Use, and the Terms of Use shall be construed without regard to the invalid, illegal, or unenforceable provision.

Choice of Law; Jurisdiction; Venue. Your use of the Services and any dispute arising out of or in connection with the Services shall be governed by the laws of the State of New Jersey without giving effect to any conflict of laws provisions. By accessing or using the Services, you agree that any action or proceeding arising out of or in connection with the Services shall be brought solely in a court of competent jurisdiction sitting in the State of New Jersey. You agree to submit to the personal and exclusive jurisdiction of the courts located in New Jersey. You hereby waive any defense of an inconvenient forum to the maintenance of any action or proceeding in other courts and any objection to venue with respect to such proceeding.

Viruses and Transmission of Sensitive Information
Company cannot and does not guarantee or warrant that the materials contained on or through the Services will be free of viruses, worms or other code or related hazards that may have destructive properties (collectively “viruses”). It is your responsibility to ensure that you have sufficient procedures, firewalls, checkpoints, and safeguards within your computer system to satisfy your particular requirements to protect against viruses. Company does not assume any responsibility or risk for your use of the Internet, nor does Company assume any responsibility for any products or services of, or hyperlinks to, third-parties.

Consumer Rights Notice to California Users
Under California Civil Code Section 1789.3, California Users are entitled to a consumer rights notice. The Services are provided by ProHub, 145 Newark Pompton Turnpike, Pequannock, NJ 07440. If You have any questions, concerns, or complaints regarding the Services, please contact ProHub LLC by sending either: (i) an email to info@theprohubapp.com; or (ii) a letter, first class certified mail, to ProHub, 145 Newark Pompton Turnpike, Pequannock, NJ 07440, Attn: Customer Services.California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

Survival of Terms
All provisions of this Terms of Use that by their nature are intended to survive termination shall survive the termination of your use or access to the Services, including, without limitation, provision regarding property ownership, disclaimers of warranties, indemnity, disclaimers of damages, and limitations of liability.

Miscellaneous
We do not represent that materials available on or through the Services are appropriate or available for use in your location. Persons who choose to use, access, or download the Services do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable.  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 must be filed within one (1) year after such claim or cause of action arose or be forever barred. If any provision of the Terms of Use or Privacy Notice is found to be unenforceable for any reason, then such provision shall be deemed severable from the Terms of Use or the Privacy Notice, as the case may be, and shall not affect the validity and enforceability of any remaining provisions.