PLEASE READ THIS PROCONNECT MEMBERSHIP BENEFITS AND PRIVILEGES AGREEMENT BEFORE ACCESSING AND/OR USING YOUR PROCONNECT MEMBERSHIP (AS DEFINED IN SECTION 1 BELOW). THIS AGREEMENT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS YOUR PROCONNECT MEMBERSHIP.
THERE IS NO FEE FOR ESTABLISHING AND MAINTAINING YOUR PROCONNECT MEMBERSHIP, ALTHOUGH CERTAIN MEMBER BENEFITS SUCH AS THE PROCONNECT HOME SERVICE (AS DESCRIBED IN SECTION 6 BELOW) MAY REQUIRE A FEE APPLICABLE TO THE SERVICE YOU AUTHORIZE.
BY CLICKING THE “AGREE” BUTTON/BOX (OR ANY OTHER MECHANISM PROVIDED), OR BY ACCESSING YOUR PROCONNECT MEMBERSHIP, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ACKNOWLEDGE THAT YOU ARE AUTHORIZED TO EXECUTE THIS AGREEMENT ON BEHALF OF THE MEMBER AND ANY AFFILIATED INDIVIDUAL, ORGANIZATION OR LEGAL ENTITY RECEIVING PROCONNECT SERVICES UNDER THIS AGREEMENT AND TO BIND THE MEMBER AND ANY SUCH AFFILIATED INDIVIDUAL, ORGANIZATION OR LEGAL ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
PLEASE NOTE: DISPUTES BETWEEN YOU AND PROCONNECT ARE, WITH LIMITED EXCEPTION, SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS-ACTION AND JURY-TRIAL RIGHTS, AS DETAILED IN SECTION 16.D. BELOW (“DISPUTES -- MANDATORY ARBITRATION AND CLASS ACTION WAIVER”).
This ProConnect Membership Benefits and Privileges Agreement (this “Agreement”) is between You (“You”, “Your” or “Member”) and ProConnect Home Solutions, Inc. (“ProConnect” and together with ProConnect’s parent company, frontdoor, inc., and their affiliates, collectively, the “Company”, “We”, “Us” and “Our”). By accepting this Agreement, including by click-through, digital signature or other means of acceptance or acknowledgement, and establishing a ProConnect membership account (“Member Account”), You expressly acknowledge and agree that (i) You have read this Agreement and agree to all of its terms and conditions, (ii) You are a U.S. resident or otherwise reside in the United States, (iii) You are legally capable of entering into binding contracts, and (iv) You have the right, authority and capacity to enter into this Agreement.
You understand that We reserve the right to change, modify, add or remove provisions of this Agreement at any time. You should check this Agreement periodically for changes. By using Your ProConnect Membership (as defined in Section 1 below) and/or accessing Your Member Account (including the Membership Platform and any Member Benefits, each as defined in Section 1 below) after We post any changes to this Agreement or otherwise notify You of such changes, You agree to accept those changes, whether or not You have reviewed them. If You do not agree to this Agreement, You should not use Your ProConnect Membership or any Member Benefits, and You should cancel Your Member Account with Us.
1. What is a ProConnect Membership?
A ProConnect membership (“ProConnect Membership”) consists of (i) access to a digital technology and communications platform (the “Membership Platform”) as described in Section 2 below, and (ii) access to a suite of related free and/or fee-based content, tools, products, services, subscriptions and other offerings (collectively, the “Member Benefits”), each of which help You take the hassle out of home ownership by serving as Your personal go-to resource, guide, and advisor for “all things home” and, if requested, as Your digital personal home solutions provider, concierge, and/or caretaker. You gain access to and manage Your ProConnect Membership through Your Member Account available through the Membership Platform. There is currently no fee for establishing and maintaining Your ProConnect Membership, although certain Member Benefits such as the ProConnect Home Service (as described in Section 6 below) may require a fee applicable to the service you authorize. Your ProConnect Membership also includes Our ProConnect Guarantee https://www.proconnect.com/proconnect-guarantee and Our Low Price Guarantee https://www.proconnect.com/lp-guarantee applicable to certain Member Benefits as described in Section 12 below.
2. What is the Membership Platform?
The Membership Platform is a digital technology and communications platform supporting Your ProConnect Membership and is accessible through one or more digital applications or websites such as the ProConnect website located at www.ahs.com/proconnect. The Membership Platform includes any content, tools, information, communications or technology in digital, electronic, written, oral, telephonic or other form provided to You in connection with Your ProConnect Membership. The Membership Platform also provides You with access to the ProConnect Payment Processing System (as defined in Section 11 below) and enables Your access to Member Benefits. As provided in Section 4 below, We may, at any time in Our discretion, discontinue, modify or alter any aspect of the Membership Platform without prior notice to You.
3. What are the Member Benefits included in my ProConnect Membership?
Member Benefits are the suite of free and/or fee-based products, services, subscriptions, content, tools, and other offerings made available to You as part of Your ProConnect Membership. Examples of free Member Benefits may include Our do-it-yourself videos and other content regarding home maintenance and related topics, Our digital tools to track the content of Your home, and Our instructional articles on how to make simple home repairs. Examples of fee-based Member Benefits include access to the ProConnect Home Service described in Section 6 below. Member Benefits are typically accessible via the Membership Platform. As provided in Section 4 below, the availability of Member Benefits may be limited based on geographic or other criteria and We reserve the right, at any time in Our discretion, to discontinue, modify or alter any aspect of the Member Benefits without prior notice to You.
4. Are there any limits on the availability or use of my ProConnect Membership?
The availability and use of Your ProConnect Membership, including the Membership Platform and/or any Member Benefits, may be limited based on geographic or other criteria as We may establish from time to time. You understand and agree We may disallow You from accessing, using, purchasing, and/or subscribing to certain aspects of the Membership Platform or certain Member Benefits, or may terminate Your access, use or subscription to certain aspects of the Membership Platform or certain Member Benefits at any time based on these criteria. For example, individuals under the age of 18 may not use the Membership Platform, or We may limit the access to certain Member Benefits offered as part of Your ProConnect Membership only to individuals currently owning a home in certain geographic areas or locations.
If You do not comply with this Agreement at any time, We reserve the right to cancel or terminate Your ProConnect Membership, and/or Your access to the Membership Platform (or any part thereof) or any Member Benefits. We may, at any time in Our discretion, discontinue, modify or alter any aspect of Your ProConnect Membership, the Membership Platform and/or any Member Benefits, including, but not limited to, restricting the time the Membership Platform and/or Member Benefits are available or restricting or terminating Your right to use certain aspects of the Membership Platform and/or any one of Our Member Benefits. You agree that Our termination or cancellation of Your access to, or use of, ProConnect Membership, the Membership Platform and/or any Member Benefits may be effected without prior notice to You.
From time to time, We may supplement this Agreement with additional terms and conditions (including other limitations or restrictions) pertaining to Your ProConnect Membership and/or any Member Benefits ("Additional Terms"). Such Additional Terms may be expressly incorporated into this Agreement, may be placed on the Membership Platform to be viewed in connection with specific content, activities, features or events, or may be presented in connection with Your use or access to certain Member Benefits. For example, Additional Terms pertaining to the ProConnect Home Service are expressly set forth in this Agreement and may be supplemented or modified by ProConnect via the Membership Platform (or other means) in connection with Your approval of a Service Job. Regardless of where or how the Additional Terms are presented, You understand and agree that such Additional Terms are hereby incorporated by reference into this Agreement.
5. Do I need to establish a Member Account to use my ProConnect Membership?
You must set up a Member Account, or in certain cases a Member Account may be set up for You after You book a ProConnect Home Service, to gain access to and manage Your ProConnect Membership. You must register with the Company and/or have, be given or create a Member Account directly with the Company. A Member Account may be on the Membership Platform accessible directly by You, or may be accessible only by the Company, or both. You are the sole authorized user of Your Member Account. You are responsible for maintaining the confidentiality of any log-in, password, and/or Member Account number provided by You or given to You by the Company for accessing Your Member Account on the Membership Platform. You are solely and fully responsible for all activities that occur under Your log-in, password, and/or Member Account, even if not authorized by You. If You are accessing and using the Membership Platform on someone else’s behalf, You represent that You have the authority to bind that person as the principal to this Agreement and form a log-in, password, and/or Member Account on their behalf. The Company has no control over the use of Your Member Account accessible via the Membership Platform and expressly disclaims any liability derived therefrom. Should You suspect that any unauthorized party may be using Your log-in, password, and/or Member Account, or You suspect any other breach of security, You agree to contact the Company immediately.
6. What is the ProConnect Home Service and how do I use it?
If You have a home system or appliance (e.g., plumbing system, electrical system, HVAC system or appliance) that requires service, We offer a fee-based Member Benefit in which We act as Your personal home services guide, advisor and advocate to ensure that Your home system or appliance is serviced to Your full satisfaction (the “ProConnect Home Service”). Each home system or appliance service (“Service Job”) handled through the ProConnect Home Service is performed by a technician (a “Pro Associate”) provided by one of Our professional independent service providers (individually, a “Pro”, and collectively, “Pros”) in Your area. Except where otherwise noted in the ProConnect Guarantee, all Service Jobs performed pursuant to the ProConnect Home Service are backed by Our ProConnect Guarantee as described in Section 12 below. The availability of the ProConnect Home Service may be limited based on geographic or other criteria and We reserve the right, at any time in Our discretion, to discontinue, modify or alter any aspect of this Member Benefit without prior notice to You. The ProConnect Home Service is offered to You for an additional fee as a Member Benefit through Your ProConnect Membership.
Utilizing the ProConnect Home Service is simple and follows four (4) easy steps:
The determination of whether it is feasible to repair Your home system or appliance shall be made by the Pro unless otherwise instructed by Us. Factors to be considered regarding whether it is feasible to repair an item include, but are not limited to, the cost of new equipment; parts availability; the age of the item to be repaired; the relative cost of repair to the cost of new equipment; or any other factor the Pro deems relevant in assessing the feasibility of repair.
If the repair of Your home system or appliance is feasible and Your chosen Service Method includes a Flat Rate Service, the Pro will proceed with the repair unless otherwise instructed by Us.
If Your chosen Service Method includes a Diagnostic Charge, You owe a Diagnostic Charge for the Service Job as described in Section 9 below. In addition, if You decide to proceed with the service of the home system or appliance, as applicable, for the Estimated Cost, You will owe any additional amount set forth for the Service Job.
Typically, as part of the ProConnect Home Service, with respect to any Service Job, We will ensure that Your home system or appliance is serviced by engaging the Pro, arranging for the arrival of the Pro during the Service Window, and, unless We notify You otherwise at the time of the confirmation of such Service Job, being responsible for making all payments to the Pro except for any costs or fees set forth in a Non-Covered Service Agreement (as defined in Section 8 below). However, We may, in certain limited circumstances depending on the Service Job, engage the Pro on Your behalf. In such instances, We will notify You at the time of the confirmation of such Service Job and You agree for Us to act on Your behalf in doing so.
PROS AND PRO ASSOCIATES ARE INDEPENDENT CONTRACTORS AND ARE NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS OR FRANCHISEES OF THE COMPANY. THE COMPANY DOES NOT PERFORM CONTRACTOR SERVICES AND DOES NOT EMPLOY INDIVIDUAL PERSONS TO PERFORM CONTRACTOR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY DOES NOT DIRECT, CONTROL OR SUPERVISE A PRO’S OR A PRO ASSOCIATE’S WORK AND, EXCEPT AS PROVIDED IN THE PROCONNECT GUARANTEE, EXPRESSLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY FOR THE WORK PERFORMED AND THE SERVICES IN ANY MANNER, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTIBILITY, OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE RELATED TO A PRO’S OR PRO ASSOCIATE’S WORK.
7. What are the Service Methods and Service Windows offered through the ProConnect Home Service?
The different means and methods (as well as the particular terms and conditions applicable to such means and methods) that the Company offers for handling Service Jobs through the ProConnect Home Service (collectively, “Service Methods”) shall be determined in the sole discretion of the Company from time to time. Service Methods may include Flat Rate Services, T&M Services, Diagnostic Charge, Other Services (each as defined in Section 9 below), subscription or other means for providing services for Service Jobs and may be limited in scope such as to certain specified home systems or appliances, to the coverage of certain specified costs (e.g., labor, individual components and/or parts), or to certain other criteria (e.g., speed of service, availability and/or timing). The Company reserves the right, at its sole discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the Service Methods (in whole or part) offered from or through the ProConnect Home Service at any time for any reason or no reason at all. Except as provided in the ProConnect Guarantee, the Company has no obligation to You for any such Service Method change.
You will typically be presented with the opportunity to select time frames when a Pro will arrive at Your home for purposes of handling a Service Job under a Service Method (“Service Window”) and You will typically be offered an opportunity to choose Your preferred Service Window. All Service Windows are subject to confirmation by Us. The Company reserves the right, in its sole discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the Service Windows (in whole or part) offered from or through the ProConnect Home Service at any time for any reason or no reason at all. Except as provided in the ProConnect Guarantee, if the Company cannot meet Your originally requested Service Window, the Company will make reasonable efforts to accommodate an alternative Service Window. In such instances, the Company has no further obligation to You for any such Service Window change.
8. What additional limitations, restrictions and exclusions apply to the ProConnect Home Service?
It is Your responsibility to determine whether Your Service Job may be covered by a third-party or manufacturer’s warranty or guarantee (other than the ProConnect Guarantee). If covered by a third-party or manufacturer’s warranty or guarantee, neither the Pro, the Pro Associate, nor Us are responsible for pursuing any third-party warranty or guarantee claim applicable to the Service Job, and there can be no assurances that any service performed pursuant to Your Service Job request will be performed in a manner that will preserve any such warranty or guarantee claim.
Unless otherwise required by law, You are responsible for securing all permits, licenses and/or renewals required by any government authority to complete the ProConnect Home Service. You are also responsible for all fees, taxes, assessments and charges associated with any required permits, licenses and/or renewals. The Pro and/or Pro Associate will assist You in responding to requests for information from the permit, license and/or renewal-issuing government authority and where legally required they will obtain such permits on Your behalf. You are responsible for providing the Pro and/or Pro Associate with a copy of all necessary permits, licenses and/or renewals issued by the government authority. If Your address at which the ProConnect Home Service will be performed is subject to any easements, covenants, or other legal encumbrances that could affect the delivery of the ProConnect Home Service, You agree to advise the Pro and/or Pro Associate. You are responsible for ensuring that work areas are free of preexisting physical or environmental hazards, building/zoning code violations, or other violations of applicable law, rules, regulations, ordinances, or codes. You agree to control and keep pets away from work areas. You agree to keep posted permits on display at all times to the extent required by applicable law. You agree that if You or anyone You control interferes with or delays the ProConnect Home Service, you may be subject to transportation/storage charges or other resulting charges. YOU ASSUME THE RISK AND THE FULL LIABILITY OF PHYSICALLY ASSISTING WITH DELIVERY OF MATERIALS OR WITH INSTALLATION.
Your chosen Service Method will determine the services You receive, including the costs for components, parts, and/or labor for the Service Job, that are covered by the fee You agree to pay Us (“Covered Services”). Alternatively, if You choose a Service Method that includes a Diagnostic Charge, only the services needed to diagnose the Service Job’s requirements will be covered (“Covered Diagnosis Services”) by the fee You agree to pay Us.
Except as explicitly provided in this Section 8 or pursuant to Additional Terms agreed to at the time a Service Job is confirmed, Covered Services shall not include (otherwise called “Non-Covered Services”) access, diagnosis, costs, repairs or upgrades to a home appliance or system for:
If a Service Job consists, in whole or part, of Non-Covered Services (including non-covered labor, components, parts and other charges) due to the foregoing coverage limitations, restrictions and exclusions, You can, but are not obligated to, reach agreement with the Pro to receive and perform such Non-Covered Services pursuant to such contractual and payment terms as agreed to by You and the Pro (“Non-Covered Service Agreement”). Any Non-Covered Services performed pursuant to a Non-Covered Service Agreement shall not be covered by the ProConnect Guarantee offered by the Company as described in Section 12 below.
9. What are the fees owed for Service Jobs through the ProConnect Home Service?
The fees owed will be determined by Your chosen Service Method for the applicable Service Job. In some cases, the type and amount of fees applicable to Service Jobs will be set forth and described at the time the Service Job is requested (e.g., Flat Fee Service Jobs). In other cases, the fees owed will be determined after diagnosis of the item to be repaired occurs (e.g., Diagnostic Charge Service Jobs). You will be responsible for paying the fees for each Service Job requested (the “Payment Amount”) pursuant to the chosen Service Method. You may be required to pay the Payment Amount upfront in whole or part (the “Upfront Amount”) to initiate the services. Your Service Method also may include services to be rendered for a fixed Payment Amount (“Flat Fee”) or a flat rate Payment Amount (“Flat Rate Service(s)”), ProConnect Home Services for a Payment Amount charged on an hourly labor rate and materials basis (“T&M Service(s)”), a diagnosis only for a Payment Amount (“Diagnostic Charge(s)”), or other ProConnect Services for other Payment Amounts as applicable (e.g. custom pricing) (“Other Service(s)”). The Payment Amount may or may not be inclusive of any Upfront Amount and may include additional payment terms and conditions described on the Membership Platform at the time the Service Job is requested or after the required repairs are diagnosed (e.g., Estimated Costs).
Payment of the Upfront Amount, the Flat Fee, the Diagnostic Charge, Estimated Costs and any other Payment Amount through the Membership Platform shall be made via the ProConnect Payment Processing System (as defined in Section 11 below) unless We inform You that the Pro will charge You for any remaining amounts owed on the Service Job based on Your chosen Service Method. When a Service Job has been completed, You will authorize the ProConnect Payment Processing System to process the payments, fees, and other charges owed. You may be charged a service cancellation fee through the ProConnect Payment Processing System if You request a Service Job but cancel it after the Pro departs for Your service location.
In the event a Service Job is unable to be performed because it is not feasible to repair Your home system or appliance (as determined in the manner described in Section 6 above), You shall be entitled to a refund of any amounts paid less the Upfront Amount, if applicable. If a Flat Rate Service is determined to include both Covered Services and Non-Covered Services, the Flat Fee shall only apply to cover the costs of the Covered Services. If a Flat Rate Service is determined to be for only Non-Covered Services, any amounts paid less the Upfront Amount, if applicable, will be refunded to You except as You and the Company otherwise agree.
10. What is Your background check policy for Pros and Pro Associates?
Pros and Pro Associates may, in Our sole discretion, be subject to an extensive vetting process before they can perform Service Jobs, including but not limited to a verification of identity, background checks and licensure, using third-party services as appropriate (collectively, “Identity and Background Checks”). Although We may (i) perform Identity and Background Checks on Pros, their employees, and their independent contractors, or (ii) obligate Pros to perform Identity and Background Checks on themselves, their employees, and their independent contractors, the Company is not required to do so and cannot confirm each Pro’s or Pro Associate’s identity. The Company does not assume any responsibility for the accuracy or reliability of Identity and Background Check information or any similar information collected by Us or a Pro. When interacting with other Members, Pros, or Pro Associates, You should exercise caution and common sense to protect Your personal safety, data, and property, just as You would when interacting with other persons whom You do not know.
EXCEPT AS PROVIDED IN THE PROCONNECT GUARANTEE, NEITHER THE COMPANY NOR ITS PARENTS, SUBSIDIARIES, AFFILIATES OR LICENSORS, INCLUDING EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, STOCKHOLDERS, AGENTS, PROVIDERS, INDEPENDENT CONTRACTORS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO COLLECTIVELY AS THE “COMPANY AND ITS REPRESENTATIVES”) IS RESPONSIBLE FOR THE CONDUCT, ACTS, OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY PRO OR ANY OTHER USER OF THE MEMBERSHIP PLATFORM AND YOU HEREBY RELEASE THE COMPANY AND ITS REPRESENTATIVES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE MEMBERSHIP PLATFORM OR YOUR PROCONNECT MEMBERSHIP.
You, in Your sole discretion, determine whether You will be present or not when a Service Job is performed and/or completed. If You elect not to be present when a Service Job is performed and/or completed, You agree that if someone other than You (e.g., spouse, roommate, friend, etc.) is present when the Service Job is performed, You are appointing that person as Your agent (“Member Agent”) and the Pro may take and follow direction from the Member Agent as if such direction was directly given by or from You. You represent and warrant that the Member Agent is 18 years of age or older or at least the legally required age of majority in the jurisdiction in which You reside.
11. How are payments made under my ProConnect Membership?
Amounts owed for fee-based content, tools, products, services, subscriptions, and other offerings made available to You as part of Your ProConnect Membership (for example, for amounts owed for fee-based Member Benefits) shall be made utilizing the Company or third-party payment processing system specified or approved by Us or other means specified by ProConnect (collectively the “ProConnect Payment Processing System”). Unless you finance one or more Service Jobs via a third-party financing company, You will be required to provide Your payment method details to the Company and the ProConnect Payment Processing System (including any third-party payment system providers selected by the Company).
Through the ProConnect Payment Processing System, We or third-party payment processing providers may use third-party services to process credit card, debit card and other approved methods of payments for amounts owed by You. Payments will only be made through the ProConnect Payment Processing System. With the exception of tips, cash payments are strictly prohibited.
By accepting this Agreement, You are giving the Company (or third-party payment processing providers) permission to charge Your on-file credit card, debit card or other approved method of payment for fees, payments and other amounts owed. Depending on the terms of the fee-based Member Benefits requested under Your ProConnect Membership, You may be charged on a one-time, installment or recurring basis, and You may be charged upfront and/or upon completion of the Member Benefit. You agree that all payment information (including credit card, debit card or other approved payment method information) that You provide in connection with the Member Benefit is accurate, complete and current. To help prevent fraud and safeguard Member information from the risk of unauthorized access, the Company and/or the third-party payment processing provider may validate payment information (including credit card, debit card or other approved payment method information) before activation of a Member Account or the provision of a Member Benefit.
The Company reserves the right (but not the obligation), in its sole discretion, upon request from You, or upon notice of any potential fraud, unauthorized charges or other misuse of the Membership Platform, to (i) place on hold any invoice amount, payment and/or fee due or owed (as applicable) or (ii) refund or provide credits, or arrange for the ProConnect Payment Processing System provider to do so. Except as provided in this Agreement, any Additional Terms or otherwise permitted by the Company, all payments, charges and fees for Member Benefits must be paid through the ProConnect Payment Processing System as indicated on the Membership Platform or by check payable to ProConnect Home Solutions, Inc. You will be liable for any taxes required to be paid on the Member Benefits provided under this Agreement.
Notwithstanding the foregoing, We reserve the right to permit the Pro to charge You directly for any remaining amounts owed on the Service Job based on Your chosen Service Method provided We notify You in advance of such permission. In such instances, You agree to pay the Pro any Payment Amount owed on Our behalf.
ProConnect does not offer financing for ProConnect Home Services. However, ProConnect may from time to time partner with one or more third-party financing partners, which may offer financing options to You and that You may chose, but are not required, to use to finance ProConnect Home Services. If you utilize such third-party financing to pay for one or more Service Jobs, you acknowledge and agree that separate legal terms and conditions between you and the third-party financing company apply to such financing arrangements and are binding on You.
12. What is the ProConnect Guarantee? What is the Low Price Guarantee?
13. Do I need a computer, mobile phone or other device to access My ProConnect Membership?
Some aspects of Your ProConnect Membership, including the Membership Platform and Member Benefits, may require You to use, or for Us to access information on, Your computer or other applicable device. By providing Us with Your mobile phone number and using the Membership Platform, You hereby affirmatively consent to Our use of Your mobile phone number for calls and recurring texts, in order to (i) perform and improve upon the Membership Platform and/or Member Benefits, (ii) facilitate Our performance of Member Benefits through the Membership Platform, and/or (iii) provide You with information and reminders regarding Your registration, orientation, upcoming services, product alterations, changes and updates, amounts owed, service outages or alterations. These calls and texts may include, among other things, reminders about incomplete or upcoming services and/or in follow up to any push notifications delivered through Our Membership Platform. The Company will not assess any charges for calls or texts, but standard message, data or other charges from Your wireless carrier may apply.
The Membership Platform is operated by the Company in the United States. In order for Us to provide You with a ProConnect Membership (including the Membership Platform and the Member Benefits), You agree that We may transfer, use and store information about You in the United States and other countries, where You may not have the same rights and protections as You do under local law. If You choose to access the Membership Platform and/or Member Benefits from a location outside of the United States, You do so on Your own initiative and You are responsible for compliance with applicable local laws; provided, however, that the Membership Platform and/or the Member Benefits are not available to, and should not be accessed and used by, residents of the European Economic Area.
14. Do You offer promotions to Members?
The Company may from time to time provide certain promotional opportunities and contests to its Members or prospective Members. All such promotions and contests will be run at the sole discretion of the Company, and can be activated, modified, discontinued or removed at any time for any reason by the Company without advance notification. Promotional or other discount codes (collectively, “Promo Codes”) may be available and can be used to pay or reduce all or any amounts owed for Member Benefits. The use or application of any Promo Code is solely intended as a promotional. You agree that You will use Promo Codes in accordance with the terms of the Promo Code. The Company reserves the right to withhold or deduct credits or other features or benefits obtained through the use of a Promo Code by You or any other Member in the event that the Company determines or believes that the use or redemption of a Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or this Agreement.
15. What other policies are applicable to my ProConnect Membership?
16. What other terms and conditions are applicable to my ProConnect Membership?
A. Disclaimer of Warranties and Limitation of Liability
THE PROCONNECT MEMBERSHIP AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, SERVICES (INCLUDING ALL FREE OR FEE-BASED MEMBER BENEFITS) AND OTHER OFFERINGS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE MEMBERSHIP PLATFORM ARE PROVIDED BY THE COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. THE COMPANY AND ITS REPRESENTATIVES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PROCONNECT MEMBERSHIP, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS, SERVICES (INCLUDING ALL FREE OR FEE-BASED MEMBER BENEFITS) AND OTHER OFFERINGS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH MEMBERSHIP PLATFORM, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF YOUR PROCONNECT MEMBERSHIP (INCLUDING THE MEMBERSHIP PLATFORM AND THE MEMBER BENEFITS) IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY LAW, THE COMPANY AND ITS REPRESENTATIVES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE PROCONNECT MEMBERSHIP AND THE INFORMATION, CONTENT, MATERIALS, PRODUCTS, SERVICES (INCLUDING ALL FREE OR FEE-BASED MEMBER BENEFITS) AND OTHER OFFERINGS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE MEMBERSHIP PLATFORM, THE COMPANY'S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM THE COMPANY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULL EXTENT PERMISSIBLE BY LAW, THE COMPANY AND ITS REPRESENTATIVES WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY THE PROCONNECT MEMBERSHIP, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS, SERVICES (INCLUDING ALL FREE OR FEE-BASED MEMBER BENEFITS) AND OTHER OFFERINGS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE MEMBERSHIP PLATFORM, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, UNLESS OTHERWISE SPECIFIED IN WRITING.
IF, NOTWITHSTANDING THE FOREGOING, IT IS DETERMINED THAT THE COMPANY AND ITS REPRESENTATIVES ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO THE COMPANY DURING THE TWELVE (12) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
You hereby agree to indemnify, defend, and hold harmless the Company and its Representatives (the “Indemnified Parties”) from and against any and all any claims, demands, damages, expenses, losses, governmental obligations, suits, and/or controversies of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct, indirect, incidental, actual, consequential, economic, special, or exemplary, including attorney’s fees and costs (collectively, “Liabilities”) that have arisen or may arise, incurred in connection with (i) Your use or inability to use Your ProConnect Membership, (ii) Your breach or violation of this Agreement, (iii) Your violation of any law, or the rights of any third party, and (iv) any content submitted by You or using Your Member Account with respect to the Membership Platform, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree to indemnify the Indemnified Parties for any Liabilities resulting from Your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action You take that imposes an unreasonable burden or loan on Our infrastructure. The Company reserves the right, in its sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to Your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of the Company.
C. Force Majeure
Company will not be liable or responsible to You, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in its performance under this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond Our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, pandemic, epidemic, lockouts, strikes or other labor disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies, materials or telecommunication breakdown or power outage.
D. DISPUTES -- MANDATORY ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND THE COMPANY CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND THE COMPANY TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. Any dispute or claim relating in any way to Your use of Your ProConnect Membership, or to the information, content, materials, products, services (including all free or fee-based Member Benefits) and other offerings included on or otherwise made available to You through the Membership Platform will be resolved by binding arbitration, rather than in court, except that You may assert claims in small claims court if Your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
To begin an arbitration proceeding, You must send a letter requesting arbitration and describing Your claim to ProConnect Home Solutions, Inc., 150 Peabody Place, Suite 300, Memphis, TN 38103, Attention: Legal Department. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes (the “AAA’s Rules”). The AAA's Rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, We will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, in person in the state where You live, or at another mutually agreed location.
You and the Company each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class action lawsuit, class-wide arbitration, or any other consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, You and the Company each waive any right to a jury trial. You and the Company also both agree that the Company may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
Notwithstanding any other provision of this Agreement or the AAA’s Rules, to the fullest extent allowed by law: (A) You and the Company agree not to bring a representative action on behalf of others under the California Private Attorneys General Act of 2004 (as amended, “PAGA”), or the California Labor Code § 2698 et seq., in any court or in arbitration, and (B) for any claim brought on a private attorney general basis, including under PAGA, both You and the Company agree that any such claim shall be resolved in arbitration on an individual basis only (i.e., to resolve whether You have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “Representative PAGA Waiver”). Notwithstanding any other provision of this Agreement or the AAA’s Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of this Representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator.
YOU ACKNOWLEDGE AND AGREE THAT YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF, CLASS REPRESENTATIVE, OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER CONSOLIDATED OR REPRESENTATIVE ACTION.
E. Governing Law
Without prejudice to Section 16.D. (specifying the application of the Federal Arbitration Act and federal arbitration law), this Agreement and Your use of Your ProConnect Membership (including the Membership Platform and the Member Benefits) will be governed by, and will be construed under, the laws of the State of Tennessee, without regard to choice-of-law principles. This choice-of-law provision is only intended to specify the use of Tennessee law to interpret this Agreement and is not intended to create any substantive right to non-Tennesseans to assert claims under Tennessee law whether by statute, common law, or otherwise.
F. General Provisions
You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically including without limitation by e-mail or by posting Notices on the Membership Platform. You agree that all Notices that We provide to You electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all Notices under this Agreement will be in writing and will be deemed to have been duly given (i) when received, if personally delivered or sent by certified or registered mail, return receipt requested; (ii) when receipt is electronically confirmed, if transmitted by facsimile or email; or (iii) on the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.