These terms of service (“Terms of Service” or “Agreement”) were last modified April 5, 2023.
Welcome to Conquer, a technology service (“Service”) operated by Codefied Inc. (“Conquer,” “we,” “our,” or “us”), and offered via the www.conquernow.com website (“Our Website”), that enables home services businesses (“Pros,” or “you”) to run their business operations. If you also have a written separate written agreement with Conquer for the provision of services (“Conquer Agreement”), in the event of any conflict between the Conquer Agreement and these Terms of Service, your Conquer Agreement will govern.
ACKNOWLEDGEMENT & ACCEPTANCE
You acknowledge and agree that we may amend this Agreement at any time by posting a revised version of this Agreement on the Service or Our Website or by notifying you directly in our sole discretion. Your continued use of the Service after any changes are made to this Agreement shall constitute your consent to such changes. We do not and will not assume any obligation to notify Users of any changes to this Agreement. You are responsible for remaining knowledgeable about the terms of the Agreement.
CONQUER PRO SERVICES
Conquer offers a variety of coaching services designed to help Pros reach their business goals. We may also offer Pros the ability to access certain other services through Conquer (“Third Party Services”). Your use of our Service is solely authorized for supporting your business, and for consumers, solely for your personal use.
USE OF THE SERVICE
The Service is offered to Users who are 18 years of age or older and reside in the United States or Canada. Use of the Service is permitted only by individuals who can form legally binding contracts under applicable law. If you do not qualify, do not use the Service. By using the Service, you represent and warrant that you are 18 years of age or older and otherwise meet all eligibility requirements herein. You further represent that all information you provide to us (including any customer and employee information) or any of our third-party partners and vendors shall be accurate, and that you shall have all necessary rights to provide and use such information for use as contemplated herein. In addition you represent and warrant that you will comply with all applicable federal, state and local laws, rules and regulations with respect to your use of the Service.
Subject to User’s compliance with this Agreement, Conquer hereby grants User a revocable, non-exclusive, non-transferable right to access and use the Service, solely in the conduct of User’s normal course of business, and in accordance with this Agreement. User understands and agrees that the Service is provided under license to User, not being sold to User, and User does not gain any ownership interest of any kind in the Service under this Agreement.
Conquer will not be liable if, for any reason, all or any part of the Service is unavailable at any time or for any period. From time to time, Conquer may restrict access to some parts of the Service, or the entire Service, to Users. Conquer does not make any representations or guarantees regarding uptime or availability of the Service.
SERVICE DATA YOU PROVIDE AS A PRO
In using the Service, You may provide us, directly or indirectly, with information about you or your business, including but not limited to the following types of information (which shall be referred to collectively as “Service Data”):
Pros are requested to post licensing information in their Business Profile. Different jurisdictions may require state and/or local (county or municipal) level licensing for certain services, work, and/or project amounts.
Insurance and Bonding
Pros may post information and documents concerning insurance policies and/or bonds covering their operations. We do not verify the accuracy of this information.
Service Pricing Data
Service pricing data entered or imported by Pros shall remain the property of the Pro. We will not share the individual price data with a third party without the consent of the Pro, however, we reserve the right to anonymize and aggregate pricing data, and use such data for our business purposes.
In the event that you provide us with any feedback regarding the Service, including without limitation, any flaws, errors, bugs, anomalies, problems with and/or suggestions for the service or the Service (“Feedback”), you hereby assign to us all rights, including intellectual property rights, in the Feedback, including but not limited to, the right to use such Feedback and related information in any manner we deem appropriate.
You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account, including but not limited to any unauthorized transactions involving any hacking or unauthorized access to or use of your account or account information. Conquer has no liability for any funds paid that were charged from your account or using your credit or debit card information, or paid or transferred to the account or card on file in your Conquer account. You agree to notify us immediately of any unauthorized use of your account. User is responsible and liable for: (i) User’s conduct; and (ii) any use of the Service through User’s information technology systems or environment, whether authorized or not. We have the right to disable any user name, password, or other identifier, whether chosen by User or provided by Conquer, at any time if, in our opinion, User has violated any provision of this Agreement.
Payment Processing Information
You may provide certain payment processing information including but not limited to dates, amounts and forms of payments you receive.
Users warrant that all information they provide or submit, including but not limited to Service Data, is complete, accurate and current.
Third-Party Vendor Login
In the event you elect to share your login and password information for a vendor of yours with Conquer to allow Conquer to take actions on your behalf upon your instructions, you represent and warrant that you are authorized to share such information with us, and that you are hereby authorizing us to take any actions that you direct us to take.
LICENSE TO SERVICE DATA / HOW WE USE SERVICE DATA
By submitting Service Data or any other content on or through our Service, you hereby grant us a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, fully paid license (with the right to sublicense) to use, copy, transmit, modify, display and distribute such content (i) to the extent necessary to provide the Service; (ii) for internal business purposes; (iii) to evaluate your eligibility to use our Service and Third Party Services, in our sole discretion, as well as to create and present to you relevant new offerings from Conquer and our partners, (iv) to improve, modify and adapt our Service, and (v) for any other lawful purpose. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to the Service Data and any content or materials that you submit to your Conquer account or the Service.
- Provide relevant data to our Service and third-party providers and applications (“Apps”) that utilize functionality from your account to fulfill their services and evaluate your eligibility for additional services; 2. Verify your identity, and prevent fraud or other unauthorized or illegal activity; 3. Analyze and create anonymized aggregate industry trends and analytics to improve the Service and create new features and offerings; 4. Provide customer support to you; 5. Use the names, trademarks, service marks and logos associated with your company to promote the Service; 6. Provide you with job applicants potentially looking for jobs in your industry; 7. Send you offers and marketing materials from Conquer and any of our partners or affiliates that we believe may be of interest to you, and 8. any other use that we, or a third-party App or partner, describe at the point where we collect data or information with your consent.
Aggregated & Statistical Service Data Rights. Notwithstanding any other provision of this Agreement, Conquer shall own all right, title and interest to any anonymized, aggregated and statistical data created, generated and/or derived from the Service Data and use of the Service. If Conquer does not automatically own any anonymized aggregated and statistical data upon its creation, You hereby assign all right, title and interest, including intellectual property rights, in and to such aggregated and statistical data to Conquer.
We also reserve the right to use any version of your website from our Website Builder service (or any part thereof) for any of our marketing or promotional activities, online or offline, and to modify it as reasonably required for such purposes, and you hereby waive any claims against us or anyone acting on our behalf relating to any past, present or future moral rights, artists’ rights or any other rights you may have in or to such content with respect to such uses.
You hereby grant to Conquer a non-exclusive, irrevocable, perpetual, unlimited, worldwide license to use and permit others to use, at no cost, your name, photograph, video and voice (from any recordings you provide or upload, or recordings made by us that include you), statements, likeness, and personal characteristics (“Materials”) in connection with the Company’s business purposes, including but not limited to, advertising and commercial exploitation, in any format now known or hereafter developed at the Company’s sole discretion. Such uses of the Materials may include, but are not limited to: use on the Company’s website, use on social media, use of Materials within advertising, promotional, and educational communications, use for training, and any other public use in furtherance of the Company’s business purposes. You further agree not to make your own separate recordings of any Conquer coaching sessions.
If you are a franchisee, and you subscribe to Conquer through an offer or or in conjunction with your franchisor, you authorize Conquer to provide access to your Conquer account, and all information therein, to your franchisor. You also authorize us to act on, and follow instructions from your franchisor with regard to your account.
COMMUNICATING WITH YOU/TCPA CONSENT; WITHDRAWING CONSENT; HELP
FEES FOR USE OF CONQUER
Fees for Conquer Services are as set forth in the Conquer Agreements. When you sign up for a Service, you agree to pay for, and to allow us to bill your credit card (or other payment method provided by you) for, all due charges, including all taxes and other applicable charges, in advance, at regular intervals, in accordance with the term of the Services to which you subscribed. You understand and agree that we may elect to modify your billing frequency at any time, without notice, including, for example, billing a monthly subscription on a weekly basis. ALL SUBSCRIPTIONS AUTOMATICALLY RENEW, IF NOT TERMINATED PRIOR TO SUCH AUTO-RENEWAL AS DESCRIBED IN THE CONQUER AGREEMENTS OR AS OTHERWISE COMMUNICATED BY CONQUER. For renewals, Conquer will automatically charge your payment method in the amount of the then-current fee for your type of account, plus applicable taxes. You hereby authorize us to re-bill for any failed billing or past-due amounts, including charging any alternate forms of payment that you have provided. Subscription fees will not be prorated or refunded, except as expressly set forth in this Agreement. We will bill you a full period’s subscription fee and you are responsible for payment of such fee. We reserve the right to revise pricing, for any or all of our offerings, at any time, and such revised pricing shall become effective upon our provision of notice or as otherwise provided in such notice. Any fees not paid when due may incur late payment fee equal to the lesser of 1.5% per month or the maximum amount allowed by law.
To cancel your service, please see your Conquer Agreement, or contact Conquer at [email protected].
You are solely responsible for all customer service issues between you and your customers relating to your services, including pricing, fulfillment, cancellation by you or customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback, reviews, or ratings concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us.
We respect the intellectual property rights of others and act in accordance with the Digital Millennium Copyright Act (“DMCA”). If you believe that any of your work has been copied or was otherwise used in a way that constitutes copyright infringement, please immediately notify our designated Copyright Agent using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please include the following information in writing to our designated Copyright Agent: (a) a physical or electronic signature and the contact information of the person authorized to act on behalf of the owner of the copyright, (b) a description of the copyrighted work you claim has been infringed, (c) a description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit us to locate the material (including the URL address), (d) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law, and (e) a statement that the information in the Notification is accurate, and, under penalty of perjury, a statement that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. Please be advised that pursuant to federal law you may be held liable for damages if you make a material misrepresentation in the Notification. Thus, if you are not certain that your copyright has been infringed, you should consider consulting an attorney.
Our Copyright Agent can be reached at the following address:
Codefied Inc. dba Conquer
4180 Wynkoop Street, Suite 310
Denver, CO 80216
Attention: Copyright Agent
Email: [email protected].
If you believe your own copyrighted material has been removed as a result of a mistake or misidentification, you may submit a written counter notification to our designated Copyright Agent using the contact information provided above (“Counter Notification”). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (a) identification of the information that has been removed or disabled and the location at which the material appeared before it was removed or disabled, (b) a statement that you consent to the jurisdiction of the U.S. Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located, (c) a statement that you will accept service of process from the party that filed the Notification or the party’s agent, (d) your name, address and telephone number, (e) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled, and (f) your physical or electronic signature.
If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees.
Materials You Provide
You are responsible for all content you provide to Conquer in connection with your Website, including photos, images, graphics, written content, audio files, or other information or data (the “Materials”). We do not claim any intellectual property rights over the Materials other than the domain name you provide to populate your Website. All Materials you upload remain your property. You can remove the Materials and your Website at any time by deleting your account.
By uploading your Materials, you agree (a) to allow other Internet users to view the Materials you post publicly to your Website, (b) to allow Conquer to store, and in the case of Materials you post publicly, to display the Materials, and (c) that Conquer can at any time review any of the Materials although Conquer is not obligated to do so.
You are responsible for ensuring that your Materials and the content shown on your Website do not violate any law or regulation, do not violate any rights of any third party, including any privacy rights, and do not infringe upon any intellectual property rights of any third party.
Your Conquer account is not intended to be used for storing sensitive data, including but not limited to consumer credit card or bank account information. You should not store such data in your Conquer account, and you acknowledge and agree that Conquer is not responsible for any storage of such information in your Conquer account.
ACCEPTABLE USE OF OUR SERVICE
Certain uses of our Service are inconsistent with our mission to improve the experience of our Pros. The following activities are prohibited:
- Child exploitation: You may not post or upload Materials that exploit or abuse children, including but not limited to images or depictions of child abuse or sexual abuse, or that present children in a sexual manner.
- Harassment, bullying, defamation and threats: You may not post or upload Materials that harass, bully, defame or threaten any person.
- Hateful content: You may not use the Service to promote or condone hate or violence against people based on race, ethnicity, color, national origin, religion, age, gender, sexual orientation, disability, medical condition, veteran status or other forms of discrimination. You may not use the Service to promote or support organizations, platforms or people that: (i) promote or condone such hate; or (ii) threaten or condone violence to further a cause.
- Illegal activities: You may not post or upload Materials that violate any applicable laws.
- Privacy or Intellectual property: You may not post or upload Materials that infringe on the privacy or intellectual property rights of others.
- Obscene or offensive content. You may not post or upload any Materials that we find in our sole discretion to be obscene, indecent or offensive in any way.
- Malicious and deceptive practices: You may not use the Service to transmit malware or host phishing pages. You may not perform activities or upload or distribute Materials that harm or disrupt the operation of the Service or other infrastructure of Conquer or others, including any of our third party providers. You may not use the Service for deceptive practices or activities.
- Personally identifiable or confidential information. You may not post or upload any Materials that contain personally identifiable information, sensitive personal information, or confidential information, such as credit card numbers, or account passwords unless you have consent from the person to whom the information belongs or who is otherwise authorized to provide such consent.
- Self-harm: You may not offer goods or services, or post or upload Materials that promote self-harm.
- Spam: You may not use the Services to transmit unsolicited commercial electronic messages.
- Terrorist organizations: You may not offer goods or services, or post or upload Materials that imply or promote support or funding of, or membership in, a terrorist organization.
- Service Bureau: You may not, directly or indirectly, use any of our Services for timesharing or service bureau purposes or otherwise for the benefit of a third party, other than as specifically authorized herein;
We may, at any time and without notice, remove any Materials, and suspend or terminate your Account or your access to the Service if you engage in activities that violate this Agreement.
COMMUNICATIONS ON YOUR BEHALF
In the event you instruct or authorize Conquer to communicate to third parties on your behalf (including your customers and prospects), whether via telephone calls, SMS messaging, emails or otherwise, you hereby represent and warrant that you and Conquer are authorized to engage in such communications, that you shall be deemed to be the sender or originator of such communications, and that such communications shall comply with all applicable laws, rules and regulations, including but not limited to the Telephone Consumer Protection Act, the Telemarketing Sales Rule, CANSPAM, and Federal, State and internal Do-Not-Call lists, and any applicable privacy laws and regulations.
CONQUER PRODUCTS AND SERVICES
Conquer offers all of its products, services and content on an “as-is” basis. We may change terms, including pricing, for any products or services upon prior notice to you. If you need support related to Buildbook, you may send an email to [email protected].
If you use our Pricebook feature, you understand and acknowledge that prices generated from Pricebook do not guarantee any particular outcome. Many factors are involved in the profitability of a business, and the Pricebook service is offered merely as a tool to assist you with evaluating your pricing of jobs.
Service plans (“Service Plans”) provide you with the opportunity to offer your customers service plans on your behalf for recurring services, including automatic recurring billing and charging of your customers payment method. You represent and warrant to us that you have obtained all necessary consent from your customers for whom you indicate acceptance of a Service Plan, and that you will comply with all applicable laws and regulations regarding such Service Plans, including but not limited to providing applicable auto-renewal notifications. You agree to indemnify, defend and hold us harmless from any claims from consumers that charges pursuant to a Service Plan were not authorized.
You may from time to time be invited to participate in the alpha or beta testing of a new proposed product or service (“Beta Product”), which may be free, or for which there may be fees. Unless you enter into a separate beta agreement with regard to any such Beta Product, you acknowledge and agree that: (a) the Beta Product is not an official product and has not been commercially released for sale by Conquer; (b) the Beta Product is provided “as is”, and may not operate properly or be fully functional; (c) the Beta Product may contain errors, design flaws or other problems; (d) use of the Beta Product may result in unexpected results, loss of data or communications, or other unpredictable damage or loss; and (e) Conquer has the right to abandon development of the Beta Product at any time and without any obligation or liability to you. You are solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored or otherwise processed by the Beta Product.
Forms and Templates
We may offer or provide access to certain forms or templates as part of the Services (“Forms”). These Forms are provided for information purposes only, and do not constitute legal, tax, accounting or business advice. While such Forms may assist you in complying with applicable laws and regulations, it is solely your responsibility to ensure that your business complies with all applicable laws and regulations. Conquer makes no representations about such Forms. You should consult with appropriate professionals before using any such Forms.
Conquer makes no guarantee that the services provided by Conquer will be successful or will achieve any specific level of gross or net income for users. You understand that the profitability of your business derives in large part from certain intangible factors including, but not limited to, the level of technical skill, ability to communicate with customers, management skills, and the desire to succeed. The intangible factors also include the desire to hire and train staff, the level of competition within the business industry, and the general economic climate.
INTERACTIONS AND DISPUTES WITH CONSUMERS
No Warranty or Endorsement of Pros Services
WE DO NOT ENDORSE OR RECOMMEND THE SERVICES OF ANY PARTICULAR PRO. THE DECISION TO ENTER INTO AN AGREEMENT FOR WORK BELONGS ENTIRELY TO THE CONSUMER. WE DO NOT WARRANT PROS’ PERFORMANCE ON THE JOB OR THE QUALITY OF GOODS, MATERIALS, EQUIPMENT OR SERVICES FURNISHED BY PRO. WE DO NOT CONTRACT FOR OR PERFORM, AND ARE NOT RESPONSIBLE FOR, ANY OF THE SERVICES REQUESTED BY THE CONSUMER IN THE SERVICE REQUEST. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF ANY PROS OR THE PROS ABILITY TO PROVIDE A SERVICE COMPLIANT WITH THE CONSUMER’S SERVICE REQUEST. YOU EXPRESSLY ACKNOWLEDGE THAT WE MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE QUALITY OF SERVICES RENDERED BY ANY PRO.
Relationship Between Pros and Consumers
PROS ARE SOLELY RESPONSIBLE FOR THEIR INTERACTIONS WITH CONSUMERS. CONSUMERS’ RIGHTS UNDER CONTRACTS A CONSUMER ENTERS INTO WITH PROS ARE GOVERNED BY THE TERMS OF SUCH CONTRACTS AND BY APPLICABLE FEDERAL, STATE, PROVINCIAL AND LOCAL LAWS. SHOULD A CONSUMER HAVE A DISPUTE WITH ANY PRO, THE CONSUMER MUST ADDRESS SUCH DISPUTE WITH THE PROS DIRECTLY. WE ARE NOT A PARTY OR THIRD- PARTY BENEFICIARY TO THE CONTRACTS BETWEEN CONSUMERS AND PROS. YOU AGREE THAT ANY DISPUTE BETWEEN YOU AND A CUSTOMER OF YOURS DOES NOT INVOLVE CONQUER. YOU EXPRESSLY AGREE THAT CONQUER IS ENTITLED TO BE REIMBURSED FROM ANY MONEY OWED TO YOU, OR IN YOUR ACCOUNT, IN THE EVENT CONQUER IS REQUIRED TO ADVANCE FUNDS ON YOUR BEHALF DUE TO A CONSUMER CHARGING BACK A CREDIT CARD PAYMENT PROCESSED BY CONQUER AND PAID TO YOU. YOU AGREE TO FULLY COOPERATE IN THE EVENT WE RECEIVE A COMPLAINT FROM A CONSUMER ABOUT YOU OR YOUR SERVICES.
IN EXCHANGE FOR THE SERVICE PROVIDED BY US AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, USER EXPRESSLY AGREES TO RELEASE CONQUER, ITS OFFICERS, DIRECTORS, AFFILIATES, PARENT COMPANIES, PARTNERS, EMPLOYEES AND AGENTS FROM ANY CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES AND DAMAGES (DIRECT AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE YOU HAVE, EXCEPT THAT THIS RELEASE DOES NOT APPLY TO CLAIMS BY YOU DIRECTLY ARISING OUT OF CONQUER’S MATERIAL BREACH OF THIS AGREEMENT, OR TO THE EXTENT THE FOREGOING RELEASE IS PROHIBITED BY LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
NO REPRESENTATIONS OR WARRANTIES
WE MAKE NO REPRESENTATION ABOUT THE SUITABILITY OF THE CONTENT ON OR SERVICES OF THIS SERVICE FOR ANY PURPOSE. WE DO NOT PROMISE THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT IT WILL PROVIDE SPECIFIC RESULTS FROM USE OF THE SERVICE OR ANY CONTENT, SEARCH OR LINK ON IT. WE MAKE NO REPRESENTATION THAT YOUR WEBSITE WILL SATISFY ANY REQUIREMENTS OF THE AMERICANS WITH DISABILITIES ACT OR OF ANY OTHER LAW, REGULATION OR ORDINANCE GOVERNING ACCESSIBILITY OF WEBSITES OR PLACES OF PUBLIC ACCOMMODATION OR OF ANY PRODUCTS OR SERVICES. THE SERVICE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. WE SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THIS SERVICE, DOWNTIME OF THE SERVICE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THIS SERVICE OR FOR ANY DAMAGE TO YOUR COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH THIS SERVICE. WE SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE MAKE NO GUARANTEES OF ANY SPECIFIC RESULT FROM USE OF THIS SERVICE. YOUR USE OF THIS SERVICE IS AT YOUR OWN RISK.
WE MAY FROM TIME TO TIME RECOMMEND, PROVIDE YOU WITH ACCESS TO, OR ENABLE THIRD PARTY SOFTWARE APPLICATIONS, PRODUCTS, SERVICES, CONTENT OR WEBSITE LINKS INCLUDING THIRD PARTY SERVICES (“ADDITIONAL SERVICES”) FOR YOUR CONSIDERATION OR USE. SUCH ADDITIONAL SERVICES ARE FOR YOUR CONVENIENCE ONLY AND WE MAKE NO WARRANTY OF ANY KIND WHATSOEVER REGARDING SUCH ADDITIONAL SERVICES.
WE MAY PROVIDE YOU WITH ACCESS TO CERTAIN CONTENT, MATERIALS, INFORMATION, COACHING, AND PARTNER AND THIRD-PARTY SERVICES, REGARDING OR RELATING TO YOUR BUSINESS, TAXES, ACCOUNTING OR LEGAL INFORMATION, BUT YOU ACKNOWLEDGE AND AGREE THAT NEITHER WE, NOR ANY OF OUR PARTNERS OR THIRD-PARTY SERVICE PROVIDERS ARE PROVIDING ANY TAX, LEGAL, ACCOUNTING, BUSINESS OR OTHER ADVICE TO YOU, AND YOU AGREE AND ACKNOWLEDGE THAT YOU ARE NOT ENTITLED TO RELY UPON ANY SUCH INFORMATION YOU RECEIVE FROM US OR OUR PARTNERS OR THIRD-PARTY SERVICE PROVIDERS, WHETHER VIA OUR WEBSITE, THE SERVICE OR ANY COMMUNICATIONS WITH US, OR ANY SOCIAL MEDIA OR OTHER INTERNET POSTS. YOU AGREE THAT YOU WILL CONSULT APPLICABLE OUTSIDE PROFESSIONALS WITH REGARD TO ANY TAX, ACCOUNTING, LEGAL OR BUSINESS ADVICE.
LIMITATIONS OF LIABILITY
IN NO EVENT SHALL WE, OUR OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, PARENT COMPANIES, EMPLOYEES AND/OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, GENERAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RELATING TO (1) THIS AGREEMENT, OR THE USE OF, CONTENT IN, DELAY OR INABILITY TO USE, OR OTHERWISE ARISING IN CONNECTION WITH THIS SERVICE, (2) THE CONDUCT OF A USER, PROS OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. WE ARE NOT LIABLE FOR ANY LOST DATA RESULTING FROM THE OPERATION OF THE SERVICE OR THE ENFORCEMENT OF THE TERMS. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTY USERS, CONSUMER USERS, ADVERTISERS AND/OR SPONSORS ON THE SERVICE, IN CONNECTION WITH THE SERVICE OR OTHERWISE RELATED TO YOUR USE OF THE SERVICE. BY USING THE SERVICE, YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICE. IN NO EVENT WILL CONQUER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, EVEN IF FORESEEABLE, EXCEED THE SUM OF ALL FEES PAID BY YOU TO CONQUER IN THE PREVIOUS SIX (6) MONTHS. TO THE EXTENT YOUR STATE DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Blocking of IP Addresses and UDIDs
In order to protect the integrity of the Service, we reserve the right, at any time, in our sole discretion, to block Users from certain IP addresses and UDIDs from accessing the Service.
We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will not be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide such information at your own risk, and that we have no liability to you or any third parties due to any unauthorized access to your Conquer account.
TERMINATION OF ACCOUNT
This Agreement will remain in full force and effect while you use the Service. Unless otherwise explicitly agreed to, you may terminate your account as set forth in your Conquer AgreementIf you terminate your account, your account will be disabled within 30 days, however, you shall not receive any refund of any fees, including but not limited to subscription fees, unless explicitly stated otherwise herein. We may terminate your account or this Agreement at any time, with or without cause, by sending notice to you at the email address you provide in your account registration, or such other email address as you may later provide to us. All decisions regarding the termination of accounts shall be made in our sole discretion. We are not required to provide you notice prior to terminating your account. We are not required, and may be prohibited, from disclosing a reason for the termination of your account. The provisions of these Terms of Service shall survive and continue to apply after our relationship expires or has been terminated for any reason, except where otherwise required by the context. Upon termination of your account, we may retain your information, including Service Data, but we have no obligation to do so.
JURISDICTION AND CHOICE OF LAW
This Agreement is governed by and construed in accordance with the laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule. If there is any legal suit, action, proceeding or other dispute arising out of this Agreement or the use of the Service, by using the Service you expressly agree that any such dispute shall be governed by the laws of the State of Colorado, without regard to its conflict of law provisions. You further agree that any dispute that is not required or eligible to be submitted to arbitration, as described below, shall be resolved in the state and federal courts located in Denver, Colorado, and you agree to sole and exclusive jurisdiction in Colorado.
The Service is controlled and operated by Conquer from its offices within the United States and is intended only for use by users in the United States and Canada. The Service is not intended to subject Conquer to any non-U.S. jurisdiction or law. Conquer makes no representation that the information or materials on or linked through the Service is appropriate or available for use in other locations. If a User chooses to access the Service from other locations, it does so on its own initiative and at its own risk and is responsible for compliance with all applicable laws, rules and regulations in its respective location in doing so.
You and We agree that, unless prohibited by any applicable laws, any legal disputes or claims between the Parties that cannot be resolved informally will be submitted to binding arbitration in Colorado, The arbitration shall be conducted by the American Arbitration Association, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. You agree that in no event shall any claim, action or proceeding by You related in any way to the Service be instituted more than one (1) year after the cause of action arose.
Subject to applicable law, any disputes between us will only be resolved on an individual basis, and YOU SHALL NOT HAVE A RIGHT TO BRING AN ACTION AGAINST US AS A MEMBER OR REPRESENTATIVE OF A CLASS OR IN ANY CONSOLIDATED OR COLLECTIVE ACTION OR IN ANY OTHER LEGAL PROCEEDING CONDUCTED BY A GROUP OR BY A REPRESENTATIVE ON BEHALF OF OTHERS AND ANY SUCH RIGHTS ARE EXPRESSLY WAIVED.
Notwithstanding the above, nothing in this Agreement will be deemed to waive, preclude, or otherwise: (a) limit the right to bring an individual (non-class, non-representative) action in small claims court so long as such action remains in small claims court; (b) limit the right to pursue a private attorney general action where arbitration cannot be required under applicable law; (c) limit the right to seek injunctive relief in a court of law; (d) limit the right to file suit in a court of law to address an intellectual property infringement claim, or (e) limit Conquer’s right to file suit to collect unpaid amounts from you.
You agree to indemnify, defend and hold harmless Conquer, its parents, subsidiaries, affiliates, officers, agents, partners and employees, from and against any loss, liability, claim, demand or suit, including reasonable attorney’s fees, resulting from or arising out of (a) any of your acts or omissions, (b) any violation or breach by you of this Agreement, (c) claims from your employees or customers, or (d) any claim that your Domain Name or any of the Materials, or your use of the Service, violates any law or regulation or any right of any third party, including any right of privacy, or infringes upon any intellectual property rights of any third party.
NO THIRD PARTY BENEFICIARIES
Except as otherwise set forth expressly herein, nothing contained in this Agreement, express or implied, is intended to confer upon any person or entity, other than Conquer and the Pros, any benefit, right or remedy.
RELATIONSHIP OF THE PARTIES
Conquer and Pros are separate and independent entities, and the employee of one of those entities is not an employee of the other entity. We are not an agent of the Pros and vice versa. In no event will Conquer be considered a general contractor, construction manager, project manager, joint employer, joint venturer, or partner of Pros or any of its affiliates or their respective personnel.
These Terms of Service constitute the entire agreement between you and Conquer and supersede all oral and written negotiations, communications or representations of the parties, whether verbal or in writing, with respect to the subject matter hereof, except as may provided in a written agreement signed by you and an authorized officer of Conquer. These Terms of Service may not be modified or amended other than by an agreement signed by both parties. No employee, agent, or other representative of Conquer has any authority to bind Conquer with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in these Terms of Service.
If any provision of this Agreement is found to be unlawful or unenforceable, then that provision will be deemed severable from this Agreement and will not affect the enforceability of any other provisions. The failure by Conquer to enforce any right or provision of this Agreement will not prevent Conquer from enforcing such right or provision in the future.
No delay, failure or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by an acts of war; terrorism, hurricanes, earthquakes and other acts of God or of nature, fire or flood; strike or labor unrest; degradation of telecommunications service; degradation of computer services not under the direct control of such party; or other causes beyond the performing party’s reasonable control. Conquer may assign its rights and obligations under this Agreement, including in connection with a merger, acquisition, sale of assets or equity, any other business combination or restructuring, or by operation of law. Users may not assign rights and obligations under this Agreement, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law, without Conquer’s prior written consent. Conquer may send notices pursuant to this Agreement to User’s email and phone number contact points provided by User, and such notices will be deemed received at the time they are sent. It is the User’s obligation to keep User’s contact information up to date. Users may send notice pursuant to this Agreement to the email address below.
Any and all dollar amounts in this Agreement refer to U.S. dollars.