Progro Leads is committed to its mission of enhancing decision-making by seamlessly integrating machine and human intelligence. Our proprietary AI technology products enable large-scale text-based interactions with consumers. By combining natural language understanding, data, and personalization, our products empower consumers to engage deeply in the purchasing process before connecting with a sales representative.
Within these Progro Leads terms of service, the terms “we,” “us,” “our,” and “Progro Leads” refer to our company, while “you,” “your,” and “user” pertain to you, the user. When we mention “Progro Leads services,” we encompass both our phone-based and text-based services (the “Progro Leads mobile services”) and our website and web app-based services (the “Progro Leads web app”). This also includes various websites, applications, web applications, text messages, email notifications, and other communication channels provided by Progro Leads.
Progro Leads reserves the right to modify its Terms of Use at any time and for any reason. We will notify you of any changes by updating the “Last Updated” date in our Terms of Use. Any modifications will take effect immediately upon posting on our website, and you waive the right to receive individual notice for each change.
By using Progro Leads services, you express your acceptance of and agreement with these Terms. If you are using our services on behalf of an organization, you are confirming the organization’s agreement to these Terms, and you assert that you have the authority to bind that organization to these Terms. This does not apply if the organization has a separate written agreement with Progro Leads covering service use; in that case, the agreement will take precedence over these Terms.
Regardless of whether you are an individual user or representing an organization, you acknowledge that our agreements outlined in these Terms are supported by fair consideration, including the privilege to access, use, provide, or receive information through Progro Leads services. You also affirm that you have the legal capacity to be bound by these Terms or, if acting on behalf of a company or entity, you have the authority to bind that entity.
By using Progro Leads services, you consent to receiving phone calls and text messages from us and our partners. You expressly authorize Progro Leads, its affiliated companies, and its partners, collectively referred to as the “Service Provider,” to communicate with you through phone and text messages using the provided wireless phone number or any future number you may provide. Message and data rates may apply based on your wireless service provider contract. You agree that contact methods may include auto-generated text messages or automated telephone dialing systems, even if your number is registered on a Do-Not-Call registry. Your consent to these messages and calls is not a prerequisite for using any Service Provider’s services. If you do not consent to receive these messages or calls, please refrain from using Progro Leads services or providing your information to us.
You agree to indemnify the Service Provider for all claims, expenses, and damages resulting from your failure to notify the Service Provider of changes to your wireless phone number, including claims related to the Telephone Consumer Protection Act (TCPA). You must promptly inform the Service Provider of any change in your wireless telephone number. You may revoke your consent to receive (i) phone calls by requesting placement on an internal Do Not Call list and (ii) text messages by responding to a text message with STOP. This authorization cannot be revoked to the extent that action has already been taken in reliance on it before the Service Provider receives your request to revoke authorization.
In case of a dispute between us, we agree to resolve it through binding arbitration. These Terms include a binding arbitration agreement, meaning that you and Progro Leads commit to resolving certain disputes through binding individual arbitration and waive the right to have those disputes decided by a judge or jury. You have the option to opt out of this arbitration agreement (see the Legal Disputes section below).
Progro Leads services are not intended for minors and are exclusively meant for adult use. We do not knowingly collect personally identifiable information from individuals under the age of 13, as stated in our Privacy Policy. You should refrain from providing us with any information regarding individuals under the age of 13. Progro Leads services are also intended for use by citizens and residents of the United States and Canada.
Please carefully review these Terms. Once accepted through your use of Progro Leads services, these Terms constitute a legally binding agreement between you and Progro Leads. If you disagree with these Terms, do not use Progro Leads services.
We may update these Progro Leads terms of service periodically, and our revised terms will replace prior versions. Unless otherwise specified, these revisions will take effect on and after the date listed at the top of the updated terms. For significant changes to our terms of service, we will provide notice through this platform, the Progro Leads app, or via text or phone. Minor changes will be reflected in the effective date at the top of this page. We encourage you to check the effective date whenever you use our services. Your continued use of Progro Leads services constitutes your acceptance of all changes, whether significant or minor. If you disagree with the changes, please discontinue using Progro Leads services.
If you wish to utilize Progro Leads services, you must provide accurate and current information about yourself. The information you furnish to us must be truthful and regularly updated.
Your access and use of Progro Leads services are personal to you and cannot be transferred to any other individual or entity. You are permitted to access and use Progro Leads services exclusively for lawful purposes by these Terms and our Privacy Policy.
You bear full responsibility for all usage, whether authorized or not, associated with your mobile phone number in connection with Progro Leads services, including the quality and integrity of your User Data. You are also solely accountable for the actions and omissions of anyone who has access to or utilizes your mobile phone number (“end users”). You agree to take reasonable precautions to prevent unauthorized access or use of Progro Leads services and will promptly notify us of any unauthorized access or use. We shall not be liable for any loss or damage resulting from the unauthorized use of Progro Leads services via your mobile phone number. Additionally, you agree not to permit individuals under the age of 18 to use Progro Leads services via your mobile phone number.
Progro Leads makes no assurances regarding the availability of its services. While we will endeavor to maintain the availability of Progro Leads services, we do not guarantee their availability, either generally or at specific times.
You may only use Progro Leads services in compliance with these terms of service, and you may use them on a non-exclusive basis solely in connection with your activities as outlined in these Terms. Any action by you that, in our sole discretion: (i) violates our Terms and/or our Privacy Policy; (ii) restricts, inhibits, or obstructs access, use, or enjoyment of Progro Leads services; or (iii) via Progro Leads services, constitutes defamation, abuse, harassment, offense, or threats, shall not be tolerated and may result in the revocation of your right to access and use Progro Leads services. You are prohibited from modifying, scraping, embedding, or framing Progro Leads services without our prior written consent.
Progro Leads retains the right to discontinue providing its services to specific users, groups of users, or all users. We reserve the discretion to cease providing or discontinuing Progro Leads services to particular users, groups of users, or all users, without prior notice.
Offers from our service partners and affiliates: Through the Progro Leads service, you may opt to connect with third-party service providers. Progro Leads does not endorse any third-party service providers. It is essential to thoroughly investigate any third-party service providers, and Progro Leads is not responsible for any service provider.
Progro Leads does not endorse, and is not liable for, any Content, Service Provider Content, Promotions, data, advertising, products, goods, or services offered or not offered by Service Providers, including but not limited to legal, healthcare, and wellness providers. By using or relying on such Content, Service Provider Content, Promotions, data, advertising, products, goods, or services, available or unavailable through Service Providers, including but not limited to healthcare and wellness providers, you acknowledge that Progro Leads is not indirectly or directly responsible or liable for any damages or losses alleged to be caused by or in connection with such use or reliance. Your interactions and transactions with Service Providers, including but not limited to healthcare and wellness providers, and any other terms, conditions, representations, or warranties associated with such interactions, are solely between you and the respective Service Provider and do not involve Progro Leads. You should conduct appropriate investigations or research before engaging Service Providers, including but not limited to healthcare and wellness providers.
You agree that Progro Leads is not responsible for the accessibility or unavailability of any Service Provider, including but not limited to healthcare and wellness providers, or for your interactions and transactions with them. You waive the right to bring any claim against Progro Leads related to interactions or transactions with Service Providers, including but not limited to healthcare and wellness providers, and release Progro Leads from any liability associated with such interactions or transactions. Additionally, you understand that Progro Leads may exclude Service Providers from appearing in search results on the Progro Leads Website if they fail to meet specific Progro Leads standards regarding Service Provider conduct and performance.
Progro Leads may, at its sole discretion, conduct criminal and/or financial background checks on certain Service Providers. However, conducting such background checks does not waive any of Progro Leads’ disclaimers or limitations of liability, including those outlined in this agreement.
HEALTH-RELATED PROVIDERS: The contents of the Progro Leads Website, such as text, graphics, images, information obtained from Progro Leads, and other material contained on the Progro Leads Website (“Website Content”), are for informational purposes only. Website Content is not intended to replace professional medical advice, diagnosis, or treatment. Always consult with your physician or other qualified healthcare providers for any medical concerns. Do not disregard professional medical advice or delay seeking it due to information you have read on the Progro Leads Website.
In case of a medical emergency, call your doctor or 911 immediately. Progro Leads does not endorse or recommend specific tests, physicians, products, procedures, opinions, or other information mentioned on the Website. Progro Leads is not a healthcare or wellness provider and cannot refer you to any healthcare or wellness provider. Relying on information provided by Progro Leads, its employees, or other individuals on the Website is solely at your own risk.
The Website may contain sexually explicit health-related materials. If you find such materials offensive, you may choose not to use our Website.
If you post any health-related information about yourself or others on this Website, you do so at your own risk. If you post Website Content about services provided to another individual, you represent that you have the legal authority to receive health information about that individual related to the Website Content and that you have the legal authority to further disclose such health information. By posting health-related information, you place it in the public domain, and it may not be protected by federal or state laws that safeguard the privacy of health information. You also acknowledge that the healthcare or wellness provider about whom you submit Content may submit Service Provider Content that contains your private or confidential health information in response to the Content you submit. Progro Leads is not liable for any such Service Provider Content.
Through Progro Leads services, Progro Leads and its partners may provide a platform to access information about yourself and connect with third-party service providers, such as real estate brokers, real estate information services, and other companies offering services through our network (“service providers”). We do not endorse or recommend the products or services of any service provider and are not acting as your agent or advisor, nor are we responsible for verifying the licensing, certification, or other qualifications of service providers. You are responsible for conducting your investigation of service providers before engaging with them. You acknowledge that these service providers are solely responsible for any services they provide to you, and we are not liable for any losses, expenses, damages, or claims arising from your use of a service provider’s products or services. We encourage you to seek advice from financial advisors or other qualified professionals who are knowledgeable about your specific circumstances before making any financial decisions. You rely on your judgment and that of your advisors in selecting products or services offered by service providers.
Progro Leads is not a lending institution or other service provider. Progro Leads is not a direct agent or lending institution or service provider. Instead, we, through the Progro Leads services, may help connect you with service providers that might meet your needs based on the information provided by you. Progro Leads does not, and will not, make any credit decisions with any service provider referred to you. Progro Leads does not issue real estate or any other financial products. Unless you are a service provider, Progro Leads does not charge for its services; we do not charge users a fee to use our Progro Leads services. Service providers may pay us fees for services and to be matched with users of the Progro Leads services, however. Progro Leads is not involved with and is not responsible for any fee arrangement that you may enter into with any service provider.
You release Progro Leads from liability for your use of a service provider. By using the Progro Leads services, you hereby release us from any losses, costs, damages, or claims in connection with, arising from, or related to your use of a service provider’s products or services, including any fees charged by a service provider.
Information you provide to Progro Leads: If you transmit, submit, or post information to the Progro Leads services that are not federally trademarked and/or copyrighted, you automatically grant us and our assigns the worldwide, fully paid, royalty-free, exclusive right and license to use, copy, format, adapt, publish, and/or incorporate any or all such information in any media whatsoever, including, without limitation, the Content (as defined below). If you have obtained prior written permission from us to transmit, submit, or post information to our Services that is federally trademarked and/or copyrighted, you automatically grant us and our assigns the worldwide, fully paid, royalty-free right to use, copy, format, adapt, publish, and/or incorporate any or all such information in any media whatsoever, including, without limitation, the Progro Leads content.
You shall not transmit, submit, or post the following to the Progro Leads services:
Information that infringes our or any third party’s copyright, patent, trademark, trade secret, or other proprietary rights; Information that violates any law, statute, ordinance, or regulation; Information that is trade libelous, unlawfully threatening, unlawfully harassing, defamatory, obscene, explicit or vulgar, or otherwise injurious to us or third parties or that infringes on our or any third party’s rights of publicity or privacy; Information that contains any viruses, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots, or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information; Information containing or constituting chain letters, mass mailings, political campaigning, or any form of “spam”; Information that is false, inaccurate, or misleading; Commercial advertisements or solicitations without our written permission; or Federally trademarked and/or copyrighted information without our prior written permission.
We reserve the right (but not the obligation) to edit, refuse to post, or remove your transmissions, submissions, or postings. Under our Privacy Policy, we may review transmissions, submissions, or postings made by you to determine, in our sole discretion, your compliance with these Terms.
You are solely responsible for all your transmissions, submissions, or postings (i.e., your user data) and the consequences of transmitting, submitting, or posting them.
Progro Leads’ use of your data: Please read our privacy policy to understand what we do with your data. If you don’t want your data used that way, stop using our services immediately and unsubscribe from the Progro Leads mobile services and web app by texting “STOP” to us.
“User data” consists of data and other information made available to us through the use of the Progro Leads services under these terms of service, including user usage data and user content.
“User usage data” shall mean communications metadata made available to us through the use of the Progro Leads services and include, without limitation, data used to trace and identify the source and destination of a communication, such as individual data subjects’ telephone numbers, data on the location of the device generated in the context of providing the Progro Leads services, and the date, time, duration, and type of communication.
We might have to use or disclose your data for one or more of the reasons below:
If necessary to provide you with Progro Leads services; To address technical issues, provide support or maintain our services; If we need to protect Progro Leads, other users, or the public; If there is an emergency; or If the law requires.
“Law” means any statute, law, ordinance, regulation, rule, judgment, or order of a government, court, or tribunal of competent jurisdiction, including, without limitation, any data protection laws, privacy laws, any laws that require you to obtain consent from a user or provide notice to a user in connection with such User’s use of any of the Progro Leads services, any state, federal, and international laws, regulations, and rules related to the recording or monitoring of telephone calls, SMS messages, or other communications, the U.S. Foreign Corrupt Practices Act, rules established by the Federal Communications Commission, any federal or state anti-spam statute or regulation, including the CAN-SPAM Act of 2003, or any federal or state statute or regulation prohibiting the dissemination of unsolicited communications, including the Telephone Consumer Protection Act of 1991 (TCPA).
Don’t transfer our services or resell them. Don’t use our services to break the laws, regulations, rules, etc., to violate these terms, or to violate someone else’s rights. Do make sure that Progro Leads is allowed to use your data as needed to provide you with our services. Don’t reverse engineer any software we provide. If you use the Progro Leads services, you must comply with the following restrictions and requirements:
You agree not to transfer, resell, lease, license, or otherwise make available the Progro Leads services to third parties or offer them on a standalone basis.
You will ensure that the Progro Leads services are used in accordance with all applicable laws and third-party rights, as well as these Terms.
You will ensure that we are entitled to use your User Data as needed to provide the Progro Leads services.
You will not use the Progro Leads services in any manner that violates any applicable law.
Except as allowed by applicable law, you will not reverse engineer, decompile, disassemble, or otherwise create, attempt to create, or derive, or permit or assist anyone else to create or derive the source code of any software provided in connection with the Progro Leads services.
While you are using the Progro Leads services, we may share with you opportunities offered by our network of Service/Lead Partners. We are typically compensated by our Service/Lead Partners for leads made to them. Products or services that you may purchase from our Service/Lead Partners are not Progro Leads products or services but are offered by third parties. When you accept a Lead to one of our Service/Lead Partners, you are telling Progro Leads that it’s okay for us to give the Service/Lead Partner information about you so that they can offer their products or services to you.
We may make available through the Progro Leads services Leads to our third-party partners who may offer to provide additional products and services to you (each, a “Service/Lead Partner”). We are typically compensated by our Service/Lead Partners for such Leads. If you, at your sole discretion, choose to engage with a Service/Lead Partner, then you will be required to accept the Lead Provider’s terms of service (“Lead Provider’s Terms”) as part of the Lead process. The Lead Provider is solely responsible for the products or services offered, the content therein, and any claims that you or any other party may have relating to the Service/Lead Partner’s products and services.
When you accept a Lead to one of our Service/Lead Partners, you acknowledge that you are purchasing any products or services offered by the Service/Lead Partner directly from them and that Progro Leads is not a party to any agreement between you and the Service/Lead Partner with respect to those products and services. Progro Leads is not responsible for that Service/Lead Partner’s products or services, the content therein, or any claims that you or any other party may have relating to that Service/Lead Partner’s products and services.
By accepting a Lead to one of our Service/Lead Partners, you grant us permission to share your User Data with the Service/Lead Partner so that they may offer their products or services to you.
What’s ours is ours, and what’s yours is yours. Please let us know what you think about our services. If you send us feedback, we can use it, and we don’t owe you anything for it.
We both agree not to tell anyone else about confidential information that we get from each other. Also, we both agree to only use each other’s confidential information as agreed to in these terms.
Money alone may not be enough to make either of us whole if one of us breaks our promise of confidentiality. So, we both can seek other remedies, if needed.
As between you and Progro Leads, we exclusively own and reserve all rights, titles, and interests in and to the Progro Leads services and our Confidential Information. As between you and Progro Leads, you exclusively own and reserve all rights, titles, and interests in and to your Confidential Information.
We also welcome your feedback about the Progro Leads services. But please know that by submitting suggestions or other feedback about the Progro Leads services (“Suggestions”), you agree that:
We are not under any obligation of confidentiality with respect to the suggestions.
We may use or disclose (or choose not to use or disclose) your Suggestions for any purpose and in any way.
You irrevocably, non-exclusively license us rights to exploit your Suggestions.
You are not entitled to any compensation or reimbursement of any kind from us under any circumstances for your Suggestions.
“Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. Confidential Information does not include any information which:
Is publicly available through no fault of the receiving party.
Was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party.
Was properly disclosed to the receiving party, without restriction, by another person without violation of the disclosing party’s rights.
Is independently developed by the receiving party without the use of or reference to the Confidential Information of the disclosing party.
The receiving party agrees that it will use the Confidential Information of the disclosing party solely in accordance with these Terms and it will not disclose such Confidential Information to any third party without the disclosing party’s prior written consent, except as otherwise permitted hereunder. The receiving party agrees to exercise due care in protecting the Confidential Information of the disclosing party from unauthorized use and disclosure. The receiving party may disclose the Confidential Information of the disclosing party, in whole or in part, to its employees, representatives, actual or potential investors, and subcontractors who have a need to know and are legally bound to keep such information confidential consistent with the terms of this provision. The receiving party may disclose the Confidential Information of the disclosing party as required by applicable Law provided that, prior to any such compelled disclosure, the receiving party will, if permissible:
Promptly notify the disclosing party in writing to allow the disclosing party a reasonable opportunity to resist such disclosure and/or seek a protective order.
Reasonably cooperate with the disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure.
In the event that such protection against disclosure is not obtained, the receiving party will be entitled to disclose the Confidential Information of the disclosing party, but only as and to the extent necessary to legally comply with such compelled disclosure. The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this provision and that, in the event of an actual or threatened breach of the provisions of this provision, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this provision.
We are offering the Progro Leads services “as is” and make no representations and warranties regarding the Progro Leads services.
WE HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES, OR SOFTWARE. THE PROGRO LEADS SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE, AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
Progro Leads will not pay for any bills, damages, costs, etc. for any claim by you that arises from your use of our services. You agree to indemnify Progro Leads against all claims relating to your use of the Progro Leads services.
Progro Leads will have no liability or obligation with respect to any claims, demands, actions, suits, or discovery demands, including, without limitation, third-party subpoenas, government investigations, or enforcement actions (“Claim”), and any damages, liabilities, losses, settlements, judgments, costs, and expenses (including, without limitation, reasonable attorney’s fees and costs) (“Losses”) related thereto arising out of your use of the Progro Leads services.
You will defend, indemnify and hold Progro Leads, its officers, directors, employees, Members, stockholders, and affiliates (“Progro Leads Indemnified Parties”) harmless from and against all Claims brought or threatened by a third party against a Progro Leads Indemnified Party and any Losses related thereto alleging or arising out of your breach of or activities under these Terms or your use of the Progro Leads services.
INDIRECT DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A PARTY HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL NOT LIMIT (A) YOUR LIABILITY ARISING FROM YOUR BREACH OF THE RESTRICTIONS AND REQUIREMENTS SECTION ABOVE; (B) EITHER PARTY’S LIABILITY ARISING FROM SUCH PARTY’S BREACH OF THE CONFIDENTIALITY SECTION ABOVE; OR (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS.
DIRECT DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID OR PAYABLE BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM. THIS SECTION SHALL NOT LIMIT (A) YOUR LIABILITY ARISING FROM YOUR BREACH OF SECTION 5 (RESTRICTIONS AND REQUIREMENTS) OR SECTION 10 (FEES, PAYMENT TERMS, AND TAXES); OR (B) EITHER PARTY’S LIABILITY ARISING FROM SUCH PARTY’S BREACH OF SECTION 11.4 (CONFIDENTIALITY); OR (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS. THE PROVISIONS OF THIS SECTION 14 ALLOCATE THE RISKS PURSUANT TO THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
These terms become effective on the first day that you either click “I Accept” or start using the Progro Leads services.
These Terms, as may be updated from time to time, will commence on the date they are accepted by you either by clicking “I Accept” or your first use of the Progro Leads services and continue until terminated as described below (“Term”).
We may suspend the Progro Leads services immediately upon notice for cause if:
If we suspend the Progro Leads services, we will make a reasonable attempt to notify you prior to the suspension to the extent we can.
Both you and Progro Leads will comply with the applicable Law relating to each of our respective activities pursuant to these Terms.
No Waiver:
Our failure to enforce at any time any provision of these Terms does not waive our right to do so later. And, if we do expressly waive any provision of these Terms, that does not mean it is waived for all time in the future. Any waiver must be in writing and signed by you and us to be legally binding.
You will not assign or otherwise transfer these Terms, in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Terms will be null and void. Subject to this Assignment section, these Terms will be binding on both you and Progro Leads and each of our successors and assigns.
Except as described in the Agreement to Arbitrate section below, if any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable, and, in any event, the rest of these Terms will continue in full force and effect.
Any notice required or permitted to be given under these Terms will be given in writing to the receiving party by personal delivery, certified mail, return receipt requested, overnight delivery by a nationally recognized carrier, or by email upon confirmation of receipt. Notices to Progro Leads shall be copied to Info@ProgroLeads.ai, Attn: General Counsel.
Except as provided in these Terms and any attachments to these Terms, these Terms supersede all prior and contemporaneous proposals, statements, marketing materials, or presentations and agreements, oral and written. No oral or written information or advice given by Progro Leads, its Members, or employees will create a warranty or in any way increase the scope of the warranties in these Terms. Any purchase order document or similar document provided by you shall be construed solely as evidence of your internal business processes, and the terms and conditions contained thereon shall be void and have no effect with regard to these Terms between you and Progro Leads and be non-binding against Progro Leads even if signed by Progro Leads after the date you accept these Terms.
No failure, delay, or default in performance of any obligation of a party shall constitute an event of default or breach of these Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, a terrorist act; war; riot; theft; earthquake and other natural disasters. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.
The enforceability and interpretation of the Agreement to Arbitrate section below will be determined by the Federal Arbitration Act (including its procedural provisions). Apart from the arbitration provision, these Terms will be governed by and interpreted according to the laws of the State of Virginia without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Except as provided in the Arbitration section below, any legal suit, action, or proceeding arising out of or related to these Terms or the Progro Leads services shall be instituted in either the state or federal courts of Virginia, and we each consent to the personal jurisdiction of these courts.
Before bringing a formal legal case, please first try contacting our Customer Support. Most disputes can be resolved that way.
We Both Agree to Arbitrate: If a dispute cannot be resolved through our Customer Support team, you or any of your affiliates on one hand and Progro Leads and any of Progro Leads’ affiliates on the other hand, all agree to resolve any dispute relating to these Terms or in relation to the Progro Leads services by binding arbitration in Austin, Virginia, or in another location that we have both agreed to.
This applies to all claims under any legal theory unless the claim fits in one of the exceptions below in Exceptions to Agreement to Arbitrate. It also applies even after you have stopped using the Progro Leads services. If we have a dispute about whether this agreement to arbitrate can be enforced or applies to our dispute, we all agree that the arbitrator will decide that, too.
Pursuant to this Agreement to Arbitrate section, you understand that you and your affiliates and Progro Leads and its affiliates are giving up the right to have a judge and/or jury resolve any controversy or claim arising out of or relating to these Terms or the Progro Leads services.
You and your affiliates on one hand, and Progro Leads and its affiliates on the other hand, agree that we will go to court to resolve disputes relating to yours, your affiliates’, Progro Leads’, or Progro Leads’ affiliates’ intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents).
In addition, if any of us brings a claim in court that should be arbitrated or any of us refuses to arbitrate a claim that should be arbitrated, the other of us can ask a court to force us to go to arbitration to resolve the claim (i.e., compel arbitration). Any of us may also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.
Prior to filing any arbitration, both parties jointly agree to seek to resolve any dispute between us by mediation conducted by the American Arbitration Association (AAA), with all mediator fees and expenses paid equally by the parties. If mediation is not successful, either party may initiate an arbitration proceeding with AAA. You can look at AAA’s rules and procedures on their website [http://www.adr.org] or you can call them at 1-800-778-7879. The arbitration will be governed by the then-current version of AAA’s Commercial Arbitration Rules (the “Rules”) and will be held with a single arbitrator appointed in accordance with the Rules. To the extent anything described in this Agreement to Arbitrate section conflicts with the Rules, the language of this Agreement to Arbitrate section applies. Each of us will be entitled to get a copy of non-privileged relevant documents in the possession or control of the other party and to take a reasonable number of depositions. All such discoveries will be in accordance with procedures approved by the arbitrator.
This Agreement to Arbitrate section does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party. The arbitrator’s award will be based on the evidence admitted and the substantive law of the State of Virginia and the United States, as applicable, and will contain an award for each issue and counterclaim. The award will provide in writing the factual findings and legal reasoning for such an award. The arbitrator will not be entitled to modify these Terms. Except as provided in the Federal Arbitration Act, the arbitration award will be final and binding on the parties. Judgment may be entered in any court of competent jurisdiction.
Both you and your affiliates, on one hand, and Progro Leads and its affiliates, on the other hand, agree that any claims or controversies between us must be brought against each other on an individual basis only. That means neither you nor your affiliates on one hand nor Progro Leads and its affiliates on the other hand can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class, or representative proceeding (unless we agree otherwise). And, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other Progro Leads customers, and cannot be used to decide other disputes with other customers. If a court decides that this Class Action Waiver provision is not enforceable or valid, then the entire Agreement to Arbitrate section will be null and void, but the rest of the Terms will still apply.