These Terms of Service ("Terms") govern your access to and use of the ProForge website (www.getproforge.com), software, and services (collectively, the "Services") provided by ProForge, Inc. ("ProForge," "we," "us," or "our"). By accessing or using our Services, you agree to be bound by these Terms.
1. Acceptance of Terms
By creating an account, accessing, or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Services.
If you are using the Services on behalf of a company or organization, you represent that you have the authority to bind that entity to these Terms, and "you" refers to both you individually and the entity.
2. Description of Services
ProForge provides cloud-based enterprise resource planning (ERP) software designed for union HVAC and construction contractors. Our Services include, but are not limited to:
- Certified payroll processing and reporting
- Davis-Bacon Act compliance tools
- Project management and job costing
- Time tracking and workforce management
- Invoicing and accounts receivable
- Compliance reporting (WH-347, prevailing wage)
3. Account Registration
3.1 Account Creation
To use certain features of the Services, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate.
3.2 Account Security
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account at security@getproforge.com.
3.3 Account Requirements
You must be at least 18 years old and legally able to enter into contracts to create an account. Business accounts must be created by authorized representatives.
4. Subscription and Payment Terms
4.1 Subscription Plans
Access to certain features requires a paid subscription. Details of available plans, pricing, and features are available on our website. Prices are subject to change with 30 days' notice.
4.2 Payment
You agree to pay all fees associated with your subscription plan. Fees are billed in advance on a monthly or annual basis, depending on your plan. All payments are processed through our third-party payment processor (Stripe).
4.3 Taxes
All fees are exclusive of taxes. You are responsible for paying all applicable taxes, except for taxes based on ProForge's net income.
4.4 Refunds
Subscription fees are non-refundable except as expressly stated in these Terms or as required by law. If you cancel your subscription, you will continue to have access until the end of your current billing period.
5. Your Data
5.1 Ownership
You retain all rights to the data you submit to the Services ("Your Data"). By using the Services, you grant ProForge a limited license to use, process, and store Your Data solely to provide the Services to you.
5.2 Data Security
We implement industry-standard security measures to protect Your Data. See our Privacy Policy for details on how we protect and process your information.
5.3 Data Export
You may export Your Data at any time through the Services. Upon account termination, we will provide a reasonable period (30 days) to export Your Data before deletion.
5.4 Data Accuracy
You are responsible for the accuracy and legality of Your Data. ProForge is not responsible for any errors, omissions, or inaccuracies in data you input into the Services.
6. Acceptable Use
You agree not to:
- Use the Services for any illegal purpose or in violation of any laws
- Submit false, misleading, or fraudulent information, including for Davis-Bacon compliance reports
- Attempt to gain unauthorized access to the Services or other accounts
- Interfere with or disrupt the Services or servers/networks connected to the Services
- Reverse engineer, decompile, or disassemble any aspect of the Services
- Use the Services to transmit malware or harmful code
- Resell, sublicense, or provide access to the Services to third parties without our consent
- Use the Services in a manner that could damage, disable, or impair the Services
7. Compliance Disclaimer
Important: While ProForge provides tools designed to assist with Davis-Bacon Act compliance, certified payroll reporting, and prevailing wage calculations, our Services are tools to support your compliance efforts. You remain solely responsible for:
- Ensuring the accuracy of all data entered into the Services
- Verifying that all reports and calculations meet applicable legal requirements
- Compliance with all federal, state, and local laws and regulations
- Maintaining proper records as required by law
ProForge does not provide legal, tax, or accounting advice. Consult with qualified professionals for specific compliance questions.
8. Davis-Bacon Compliance Guarantee
Subject to the terms below, ProForge offers a compliance guarantee for Davis-Bacon Act reporting:
- If a Davis-Bacon compliance audit reveals errors in reports generated by ProForge due to a software defect (not user input errors), ProForge will reimburse documented penalties up to $10,000 per incident.
- This guarantee requires that you have accurately entered all required data and used the Services in accordance with our documentation.
- Claims must be submitted within 60 days of receiving notice of the audit finding.
- This guarantee does not cover errors resulting from inaccurate data entry, failure to update information, or misuse of the Services.
9. Intellectual Property
9.1 ProForge IP
The Services, including all content, features, and functionality (excluding Your Data), are owned by ProForge and protected by intellectual property laws. You receive a limited, non-exclusive, non-transferable license to access and use the Services during your subscription.
9.2 Feedback
If you provide suggestions, ideas, or feedback about the Services, you grant ProForge a royalty-free, worldwide, perpetual license to use and incorporate such feedback.
10. Third-Party Services
The Services may integrate with third-party services (e.g., Stripe for payments, accounting software). Your use of third-party services is subject to their terms and privacy policies. ProForge is not responsible for third-party services.
11. Disclaimers
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROFORGE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROFORGE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES.
PROFORGE'S TOTAL LIABILITY FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT YOU PAID TO PROFORGE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR $1,000, WHICHEVER IS GREATER.
13. Indemnification
You agree to indemnify and hold harmless ProForge and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of your use of the Services, your violation of these Terms, or your violation of any third-party rights.
14. Term and Termination
14.1 Term
These Terms are effective until terminated by you or ProForge.
14.2 Termination by You
You may terminate your account at any time through your account settings or by contacting us.
14.3 Termination by ProForge
We may suspend or terminate your access to the Services at any time for any reason, including violation of these Terms, with or without notice.
14.4 Effect of Termination
Upon termination, your right to access the Services ceases immediately. Sections that by their nature should survive termination will survive (e.g., intellectual property, limitation of liability, indemnification).
15. Dispute Resolution
15.1 Governing Law
These Terms are governed by the laws of the State of Arizona, without regard to conflict of law principles.
15.2 Arbitration
Any dispute arising from these Terms or the Services shall be resolved through binding arbitration administered by JAMS in Phoenix, Arizona, except that either party may seek injunctive relief in court for intellectual property matters.
15.3 Class Action Waiver
You agree to resolve disputes with ProForge on an individual basis and waive any right to participate in class actions.
16. General Provisions
16.1 Entire Agreement
These Terms, together with the Privacy Policy and any other agreements referenced herein, constitute the entire agreement between you and ProForge regarding the Services.
16.2 Modifications
We may modify these Terms at any time. We will provide notice of material changes via email or through the Services. Your continued use after changes constitutes acceptance.
16.3 Severability
If any provision of these Terms is found unenforceable, the remaining provisions will remain in effect.
16.4 Waiver
Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
16.5 Assignment
You may not assign these Terms without our prior written consent. ProForge may assign these Terms without restriction.
17. Contact Us
If you have questions about these Terms, please contact us at:
ProForge, Inc.
123 Construction Way
Phoenix, AZ 85001
Email: legal@getproforge.com
Phone: (309) 240-9921