Terms & Conditions
HeyPros Marketplace: Terms and Conditions for Homeowners and Contractors
Effective Date: September 4th, 2026
The following HeyPros Terms and Conditions Agreement ("Agreement") governs your use of the software and services provided by HeyPros Technologies, LLC. ("HeyPros"). This is a legal agreement between you and HeyPros and incorporates the Privacy Policy. This Agreement applies to two distinct categories of users: (i) homeowners, property owners, and other individuals who use the Service to describe a project and be connected with contractors ("Homeowners"), and (ii) contractors, subcontractors, tradespeople, and other service businesses that use the Service to receive Leads, present themselves to Homeowners, or manage projects and personnel ("Contractors").
By registering for, accessing, or otherwise using the Service (as defined below), including by submitting a Service Request, creating a profile, or accepting a Lead, you accept and agree to be bound by this Agreement. If you do not agree, do not use the Service.
PLEASE READ THIS AGREEMENT CAREFULLY. IT LIMITS HEYPROS'S LIABILITY TO YOU AND ALLOCATES RISK BETWEEN US.
NOTICE REGARDING DISPUTE RESOLUTION. PART X CONTAINS A BINDING INDIVIDUAL ARBITRATION AGREEMENT AND A WAIVER OF YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. THIS AFFECTS HOW DISPUTES BETWEEN YOU AND HEYPROS ARE RESOLVED. YOU MAY OPT OUT OF ARBITRATION WITHIN THIRTY (30) DAYS AS DESCRIBED IN SECTION 10.9.
NOTICE TO HOMEOWNERS. HEYPROS IS NOT A CONTRACTOR, HOME IMPROVEMENT CONTRACTOR, HOME IMPROVEMENT SALESPERSON, CONSTRUCTION MANAGER, BROKER, EMPLOYMENT AGENCY, OR AGENT OF ANY CONTRACTOR. HEYPROS DOES NOT PERFORM OR SUPERVISE CONSTRUCTION, REPAIR, OR HOME IMPROVEMENT WORK AND IS NOT A PARTY TO ANY CONTRACT YOU ENTER INTO WITH A CONTRACTOR. YOU ARE SOLELY RESPONSIBLE FOR SELECTING, INVESTIGATING, AND CONTRACTING WITH ANY CONTRACTOR.
PART I. SMS TERMS — HEYPROS ACCOUNT & JOB ALERTS
The HeyPros Account & Job Alerts program sends phone-verification codes, account notifications, appointment reminders, and job or application updates to users who have opted in.
Verification messages are limited to one message per verification request. The frequency of other messages varies based on account activity. Message and data rates may apply.
To cancel, text STOP to the short code. After texting STOP, you will receive a confirmation message and will no longer receive messages from this program.
For help, text HELP to the short code or contact [email protected].
Carriers are not liable for delayed or undelivered messages.
Please review our Privacy Policy for information about how HeyPros collects, uses, and protects personal information and mobile opt-in data.
PART II. DEFINITIONS AND INTERPRETATION
Definitions
"Administrator" shall mean a Subscriber with authority to designate additional Authorized Users and/or Administrators.
"Agreement" shall mean this entire Agreement and incorporates by reference the Privacy Policy
"Authorized User" shall mean an individual subscriber or the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users.
"Contractor" shall mean any contractor, subcontractor, tradesperson, home improvement contractor, home services business, or other service provider, and its personnel, that registers for or uses the Service to receive Leads, publish a profile, respond to Service Requests, or manage projects or personnel. Contractors are Subscribers.
"Confidential Information" shall mean the Content (as defined in Section 1(e)) and any information, technical data, or know-how considered proprietary or confidential HeyPros including, but not limited to, HeyPros's research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine readable form or through access to either party's premises.
"Content" shall mean any information you upload or post to the Service and any information provided by you to HeyPros in connection with the Service, including, without limitation, information about your Authorized Users or Registered Clients, as defined in Section 1(g).
"Homeowner" shall mean any homeowner, property owner, tenant, property manager, or other individual who uses the Service to submit a Service Request or otherwise to be connected with one or more Contractors. Homeowners are not Subscribers, are not Authorized Users, and pay no fee to HeyPros.
"Lead" shall mean the contact information and project information of a Homeowner, or of any other consumer, that HeyPros makes available to one or more Contractors.
"Marketplace" shall mean those features of the Service through which Homeowners submit Service Requests, Contractors receive Leads, and Homeowners and Contractors are connected with one another.
"Match" shall mean the act of making a Lead available to a Contractor or of displaying a Contractor to a Homeowner. A Match is not a recommendation, an endorsement, a referral, or any representation as to a Contractor's suitability, qualifications, or fitness.
"Originating Subscriber" shall mean the Subscriber who initiated the Services offered by HeyPros and is assumed by HeyPros to have the sole authority to administer the subscription.
"Registered Client" means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client of an Authorized User.
"Project" shall mean the construction, repair, remodeling, installation, maintenance, or other services a Homeowner seeks or engages a Contractor to perform.
"Review" shall mean any rating, review, comment, photograph, or other evaluative Content submitted by a User concerning a Contractor or a Project.
"Service Request" shall mean a request submitted by a Homeowner through the Marketplace describing a Project.
"Service(s)" shall mean any software or services provided by HeyPros.
"Subscriber" shall refer to the purchaser of the Services provided by HeyPros and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on your behalf. Homeowners are not Subscribers.
"User" shall mean any person who accesses or uses the Service, including Homeowners, Contractors, Subscribers, Authorized Users, Administrators, Originating Subscribers, and Registered Clients.
"Security Emergency" shall mean a violation by Subscriber of this Agreement that (a) could disrupt (i) HeyPros's provision of the Service; (ii) the business of other subscribers to the Service; or (iii) the network or servers used to provide the Service; or (b) provides unauthorized third-party access to the Service.
Interpretation.
Except where expressly stated otherwise, references in this Agreement to "Subscriber," "Authorized User," "Administrator," or "Originating Subscriber" apply to Contractors and their personnel and do not apply to Homeowners. References to "you" or "your" apply to the User to whom the provision in question is addressed. Part IV applies only to Homeowners. Part V applies only to Contractors. All other Parts apply to all Users. If Part IV or Part V conflicts with any other Part, Part IV or Part V controls as to the class of User it governs.
PART III. GENERAL TERMS APPLICABLE TO ALL USERS
Limited License & Use of the Service
Each User is granted non-exclusive and limited access to the Service.
HeyPros does not review or pre-screen the contents of electronic data uploaded or posted to the Service ("Content") by Authorized Users.
Authorized Users agree not to reproduce, duplicate, copy, sell, resell, or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the desktop or mobile user interface, product functionality, other programming elements or any visual design elements without the express written permission from HeyPros.
Authorized Users agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, HeyPros, or any other software or service provided by HeyPros without the express written consent of HeyPros.
Authorized Users agree that they will not knowingly use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement.
Authorized Users agree that they will not knowingly use the Service to upload, post, host, or transmit unsolicited bulk email "Spam", short message service "SMS" messages, viruses, self-replicating computer programs "Worms" or any code of a destructive or malicious nature.
Except for the non-exclusive and limited access granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with HeyPros.
Authorized Users who configure the Service to share or make avail- able certain Content to the public, are deemed to acknowledge, and agree that everyone will have access to the Content ("Public Con- tent"). HeyPros reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Public Content that violates the terms of this Agreement, including, but not limited to, removal of such Public Content.
HeyPros reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice. Continued use of the Service following any modification constitutes Subscriber's acceptance of the modification.
HeyPros reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs, or installation of upgrades. HeyPros may, but is not required, to notify you in advance by way of notification within the Service, email or other notification method deemed appropriate by HeyPros. Further, HeyPros shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the Subscriber but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, HeyPros will use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension.
Subscriber grants to HeyPros a non-exclusive, royalty free right during Subscriber's use of the Service, to use the Confidential Information for the purpose of performing HeyPros's obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for HeyPros to generate and publish aggregate, reports on system usage and Content trends and type, and other rights designated in HeyPros's Privacy Policy.
Access to the Service
You are permitted to access and use the Service only if you are a Homeowner, an Authorized User, or a Registered Client. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Service.
Each Authorized User will be provided with a unique identifier to access and use the Service ("Username"). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.
The initial Administrator shall be the Originating Subscriber with authority to administer the subscription and designate additional Authorized Users and/or Administrators. Each subscription may designate multiple Authorized Users as Administrator. Any Administrator shall be deemed to have the authority to manage the subscription and any Authorized Users. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any Authorized User.
Administrators are responsible for all use of the Service by Authorized Users on the list of active Authorized Users associated with their subscription to the Service.
As between HeyPros and the Subscriber, any Content uploaded or posted to the Service remains the property of the Subscriber. Upon Cancellation or Termination of Service, HeyPros shall only be responsible for the return of Content directly to the Administrator or a designated Authorized User in the event that the Administrator is unable to be reached.
All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.
Authorized Third Party Providers or other authorized integrators may be permitted to access and use the Service using an integration with a third-party company subject to the following conditions:
any use of the Service using an integration with a third-party company, including the use of an integration through a third-party product that accesses and uses the Service, is governed by these Terms of Service;
HeyPros shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if HeyPros has been advised of the possibility of such damages), resulting from any use of an integration or third-party products that access and use the Service via an integration;
Excessive use of the Service using an integration may result in temporary or permanent suspension of access to the Service via an integration. HeyPros, in its sole discretion, will determine excessive use of the Service via an integration, and will make a reasonable attempt to warn the Authorized User prior to suspension; and
HeyPros reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service via an integration, with or without notice.
Security and Access
HeyPros is responsible for providing a secure method of authentication and accessing its Service. HeyPros will provide mechanisms that: (a) allow for user password management; and (b) transmit passwords in a secure format; and Subscriber will be responsible for protecting the security of usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of personal information provided to the Service.
Subscriber will implement policies and procedures to prevent unauthorized use of usernames and passwords and will promptly notify HeyPros upon suspicion that a username and password has been lost, stolen, compromised, or misused.
At all times, HeyPros, and any third-party vendors and hosting partners it utilizes to provide the Service, will:
use information security best practices for transmitting and storing your Content, adhering to industry standards;
employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability, and patch management;
ensure its host facilities maintain industry standards for security and privacy; and
HeyPros shall report to Subscriber, with all relevant details, any event that HeyPros reasonably believes represents unauthorized access to, disclosure of, use of, or damage to Content (a "Security Breach"). HeyPros shall make such report within a reasonable time after learning of the Security Breach.
In the event of a Security Breach, HeyPros shall cooperate with Subscriber to identify the cause of the breach and to identify any affected Content.
Legal Compliance
HeyPros reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.
PART IV. THE HEYPROS MARKETPLACE
4.1 Nature of the Service.
The Marketplace is a venue that enables Homeowners to describe Projects and enables Contractors to identify and contact Homeowners who may wish to engage them. HeyPros provides the venue and the connection, and nothing more. HeyPros is not a contractor, home improvement contractor, home improvement salesperson, general contractor, construction manager, architect, engineer, inspector, broker, employment agency, staffing agency, insurer, lender, or escrow agent, and is not the agent, employee, partner, or joint venturer of any User. HeyPros does not perform, supervise, direct, schedule, price, inspect, warrant, or accept responsibility for any Project or any work performed or not performed by any Contractor.
4.2 HeyPros Is Not a Party to Your Contract.
Any agreement between a Homeowner and a Contractor is formed directly between them, is governed by its own terms and by applicable law, and is subject to their exclusive control. HeyPros is not a party to, guarantor of, surety for, or intended beneficiary of any such agreement. Quotes, estimates, bids, and messages exchanged through the Service are not binding offers and cannot be accepted through the Service. All contracting, pricing, scheduling, change orders, permitting, lien waivers, payment, warranty, and dispute resolution as between a Homeowner and a Contractor are the exclusive responsibility of those parties. All payments for a Project must be made by the Homeowner directly to the Contractor. HeyPros does not collect, hold, escrow, disburse, factor, insure, or guarantee any payment for any Project.
4.3 No Endorsement, Recommendation, or Verification.
HeyPros does not endorse, recommend, guarantee, vouch for, or certify any User. The order, ranking, prominence, badging, or presentation of Contractors in the Marketplace is not an endorsement and is not a representation of relative quality, and may be influenced by factors including amounts a Contractor pays HeyPros, responsiveness, geography, Project category, and availability. Except as expressly and narrowly described in Section 3.4, HeyPros does not investigate, and makes no representation whatsoever regarding, any Contractor's licensing, registration, classification, bonding, insurance, workers' compensation coverage, criminal or civil history, litigation history, financial condition, workmanship, safety record, work authorization status, or the accuracy of any statement a Contractor makes about itself.
4.4 Limited Screening; What HeyPros Does and Does Not Do.
HeyPros's screening of Contractors is limited to what this Section describes, is performed only at the time indicated, and is not a substitute for a Homeowner's own investigation.
(a) Self-Attestation of Licensing. On enrollment, Contractors affirm that they hold the licenses and registrations required for the work they perform. HeyPros does not verify these attestations. HeyPros does not confirm that any license exists, is current, is unrestricted, or is of the correct classification for any particular Project, and does not monitor licensing status after enrollment.
(b) Entity Existence. For Contractors organized as corporations or limited liability companies, HeyPros confirms at enrollment that an entity of the stated name appears on file with the secretary of state of the state the Contractor identifies. That confirms only that a filing exists. It is not confirmation of good standing, ownership, authority, licensure, insurance, capability, or fitness.
(c) Optional Identity Verification. Identity verification is optional. Where a Contractor elects it, a third-party vendor performs it based solely on information the Contractor supplies. HeyPros will indicate where a Contractor has completed it. HeyPros performs no identity verification on Contractors who do not elect it.
(d) No Background Checks. HEYPROS DOES NOT PERFORM CRIMINAL BACKGROUND CHECKS, SEX OFFENDER REGISTRY CHECKS, MOTOR VEHICLE RECORD CHECKS, CREDIT CHECKS, REFERENCE CHECKS, DRUG SCREENING, OR CONSUMER REPORT SCREENING ON CONTRACTORS OR THEIR PERSONNEL, AND DOES NOT REQUIRE CONTRACTORS TO DO SO.
(e) Point in Time Only. ALL SCREENING DESCRIBED ABOVE IS PERFORMED AT A SINGLE POINT IN TIME AND RESTS ENTIRELY ON INFORMATION THE CONTRACTOR SUPPLIES. THAT INFORMATION MAY BE FALSE, MAY CHANGE, AND MAY LAPSE OR EXPIRE. HEYPROS HAS NO OBLIGATION TO UPDATE, RE-VERIFY, OR MONITOR ANY SCREENING AND DOES NOT WARRANT THAT ANY SCREENING RESULT REMAINS ACCURATE OR CURRENT.
(f) No Undertaking. Nothing in this Section creates, or is intended to create, a duty on the part of HeyPros to screen, monitor, investigate, or protect any User. HeyPros's limited screening is performed for its own business purposes and no User may rely on it.
4.5 Reviews, Ratings, and User Content.
(a) Reviews are the statements and opinions of the Users who submit them. They are not statements of HeyPros. HeyPros does not adopt, endorse, verify, or substantiate any Review.
(b) You may not submit a Review that is false, that misrepresents your experience, that concerns a Contractor or Project with which you have had no actual experience, or that is submitted by or on behalf of a person who does not exist. You may not offer, request, provide, or accept money or anything of value in exchange for a Review expressing a particular sentiment, whether positive or negative. If you have a material connection to the subject of a Review, including any financial, familial, or employment relationship, you must disclose it clearly and conspicuously in the Review.
(c) HeyPros does not suppress or withhold Reviews on the basis of their rating or sentiment, and does not represent that the Reviews it displays are all of the Reviews it has received unless it states so. HeyPros may remove Content that violates this Agreement, is unlawful, is defamatory, contains personal information, or does not reflect an actual Project experience.
(d) No provision of this Agreement, and no other agreement between HeyPros and any User, restricts or penalizes a User for submitting a truthful Review of a Contractor, a Project, or HeyPros. Any provision purporting to do so is void. This Section is intended to conform to the Consumer Review Fairness Act, 15 U.S.C. Section 45b.
(e) You grant HeyPros a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable license to host, store, reproduce, modify for formatting, publish, publicly display, and distribute Content you submit for public display, including Reviews and Project photographs, in connection with operating and promoting the Service. You represent that you own or have the necessary rights to the Content you submit.
4.6 Third-Party Content.
HeyPros is a provider of an interactive computer service as that term is used in 47 U.S.C. Section 230. Content submitted by Users, including profiles, Reviews, Service Requests, bids, and messages, is provided by those Users and not by HeyPros. HeyPros does not assume and expressly disclaims liability as the publisher or speaker of information provided by another information content provider.
4.7 Assumption of Risk.
HeyPros does not control and is not responsible for the conduct of any User, whether online or offline. You assume all risk arising out of your dealings with other Users, including risk of property damage, bodily injury, death, defective, delayed, or abandoned work, code and permitting violations, mechanic's and materialmen's liens, theft, fraud, identity theft, nonpayment, and breach of contract.
4.8 Release.
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU RELEASE AND FOREVER DISCHARGE HEYPROS AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES 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, INTERACTION, OR TRANSACTION BETWEEN YOU AND ANY OTHER USER, INCLUDING ANY PROJECT, ANY WORK PERFORMED OR NOT PERFORMED, AND ANY PAYMENT MADE OR NOT MADE. THIS RELEASE DOES NOT EXTEND TO ANY CLAIM ARISING FROM HEYPROS'S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR TO ANY CLAIM THAT MAY NOT BE RELEASED AS A MATTER OF LAW.
If you are a California resident, you expressly waive California Civil Code Section 1542, which reads: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You waive the benefit of any comparable statute or rule of any other jurisdiction.
PART V. ADDITIONAL TERMS APPLICABLE TO HOMEOWNERS
5.1 No Fee to Homeowners.
HeyPros does not charge Homeowners a fee to submit a Service Request or to be connected with a Contractor. HeyPros is compensated by Contractors. A Contractor's payment to HeyPros does not mean HeyPros has evaluated, approved, or recommended that Contractor.
5.2 You Are Responsible for Vetting the Contractor.
YOU ALONE ARE RESPONSIBLE FOR SELECTING AND INVESTIGATING ANY CONTRACTOR. Before you engage any Contractor, you should, at a minimum: (a) independently confirm the Contractor's license, registration, and classification directly with the applicable state, county, and municipal licensing authority, and confirm the license is current, active, and unrestricted; (b) obtain certificates of commercial general liability insurance and workers' compensation coverage directly from the insurer or agent, and consider requiring that you be named as certificate holder; (c) confirm any bond required in your jurisdiction; (d) obtain and actually check references and prior work; (e) require a written contract stating scope, price, payment schedule, change-order process, warranty, and completion date; (f) confirm who will pull required permits and confirm permits are issued before work begins; (g) require lien waivers and understand your exposure to mechanic's and materialmen's liens; and (h) exercise the same care you would exercise in hiring a contractor you found on your own. HeyPros does none of these things for you.
5.3 No Guarantee of Match or Outcome.
HeyPros does not guarantee that you will be matched with any Contractor, that any Contractor will contact you, respond to you, bid on your Project, remain available, be qualified, be licensed, be insured, begin your Project, complete your Project, or perform in a workmanlike manner, on schedule, within budget, or at all.
5.4 Contract and Pay the Contractor Directly.
You must contract directly with the Contractor and pay the Contractor directly. Do not pay HeyPros for Project work. HeyPros does not hold Project funds, does not act as escrow agent, does not release payment, and has no obligation to recover, refund, or replace any amount you pay to a Contractor.
5.5 Disputes with Contractors.
Any dispute concerning a Project, including workmanship, delay, abandonment, property damage, bodily injury, cost, warranty, or nonperformance, is between you and the Contractor and must be pursued directly with the Contractor. HeyPros has no obligation to mediate, investigate, adjudicate, indemnify, refund, or otherwise make you whole. Nothing in this Agreement waives, limits, or is intended to waive or limit any right or remedy you may have against a Contractor under any consumer protection, home improvement, contractor licensing, bonding, or contractor recovery fund statute.
5.6 Communications and Consent.
When you submit a Service Request or otherwise provide your contact information, you are asking to be contacted. Subject to the specific consent disclosures presented to you at the point of submission, you understand that HeyPros may share your name, contact information, and Project information with one or more Contractors and with HeyPros's service and marketing partners, and that those parties may contact you by telephone call, text message, email, and other means, including through automated technology and prerecorded or artificial voice messages, at the telephone number and email address you provide, to respond to your Service Request and to market related products and services. Consent is not a condition of any purchase. Message and data rates may apply and message frequency varies. You may revoke consent at any time by replying STOP to a text message, using the unsubscribe link in an email, or contacting HeyPros at the address in Section 11. Revoking consent as to HeyPros does not revoke consent as to any Contractor or partner that has already received your information; you must contact those parties directly. The consent disclosures presented at the point of collection and the HeyPros Privacy Policy control over this Section in the event of any conflict.
5.7 Your Personal Information.
HeyPros's collection, use, disclosure, sale, and sharing of your personal information is described in the HeyPros Privacy Policy, which is incorporated into this Agreement. Providing your information to Contractors in exchange for consideration may constitute a sale or sharing of personal information under applicable state privacy law. Where applicable law gives you the right to opt out of that sale or sharing, you may exercise it as described in the Privacy Policy. Exercising that right may prevent HeyPros from connecting you with any Contractor.
5.8 Homeowner Conduct.
You will provide accurate information in every Service Request. You will not submit a Service Request on behalf of a person who has not authorized it, for a property over which you have no authority, or without a genuine intention to consider engaging a Contractor. You will not use the Service to harass any Contractor or for any unlawful purpose.
PART VI. ADDITIONAL TERMS APPLICABLE TO CONTRACTORS
6.1 Eligibility and Continuing Obligations.
As a condition of access to the Marketplace, you represent, warrant, and covenant on a continuing basis that: (a) you hold, and will maintain in current, active, and unrestricted status, every license, registration, certification, and permit required by any federal, state, county, or municipal authority for every category of work you perform and every jurisdiction in which you perform or solicit it, including any home improvement contractor registration and any home improvement salesperson registration; (b) you maintain commercial general liability insurance and, where required, workers' compensation coverage, commercial automobile liability coverage, and surety bonding, each in amounts required by law and adequate to the work you perform; (c) you and your personnel are authorized to work in the United States; (d) every statement in your profile and every statement you make to a Homeowner is truthful, accurate, and substantiated; (e) you are not subject to any suspension, revocation, probation, injunction, assurance of discontinuance, or pending disciplinary or enforcement proceeding by any licensing authority or consumer protection agency, and you will notify HeyPros within five (5) business days if you become subject to any of the foregoing or if any license or insurance policy lapses; and (f) you will comply with all laws applicable to your business.
6.2 You Are an Independent Business.
You are an independent business. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship between you and HeyPros. HeyPros does not control the manner or means by which you perform work, does not set your prices, does not supervise or direct your personnel, does not provide tools, vehicles, or materials, does not set your hours, does not require exclusivity, and does not restrict you from obtaining work through any other channel, including competitors of HeyPros. You are solely responsible for your personnel, including hiring, supervision, discipline, compensation, benefits, tax withholding, workers' compensation coverage, and worker classification. You will not hold yourself out as an employee, agent, or representative of HeyPros.
6.3 Leads Are Provided Without Guarantee.
HEYPROS MAKES NO GUARANTEE, REPRESENTATION, OR WARRANTY OF ANY KIND REGARDING LEADS. Without limiting that statement: (a) HeyPros does not guarantee any number, frequency, timing, or geographic distribution of Leads; (b) HeyPros does not guarantee that a Lead corresponds to a person who is ready to hire, who has a budget, who owns or controls the property, who will respond to you, or who will engage any contractor; (c) HeyPros does not verify information a Homeowner supplies, and a Lead may be inaccurate, incomplete, duplicative, or out of date; (d) unless HeyPros expressly designates a Lead as exclusive in a writing signed by HeyPros, every Lead is non-exclusive and may be provided to other Contractors, including your direct competitors; (e) HeyPros makes no representation regarding the rate at which Leads convert into paying jobs, and any historical, illustrative, or aggregate figure HeyPros provides is an estimate that does not predict your results; and (f) Leads may originate from HeyPros-owned properties, from HeyPros marketing, from affiliates, or from third-party sources, and HeyPros does not represent that any Lead originated from any particular source or that a Homeowner submitted a request directly to HeyPros unless HeyPros expressly says so in writing.
6.4 Lead Fees; Credits.
Fees for Leads, memberships, and subscriptions are those presented to you at the time of purchase. Except as provided in HeyPros's then-current published lead credit policy or as required by law, fees are non-refundable. HeyPros will honor its published lead credit policy according to its terms.
6.5 Automatic Renewal.
If you purchase a subscription or membership that renews automatically, the renewal term, renewal price, and cancellation method will be disclosed to you clearly and conspicuously before you are charged, and HeyPros will provide any renewal reminder and cancellation mechanism required by applicable law, including the Restore Online Shoppers' Confidence Act, 15 U.S.C. Section 8401 et seq., and applicable state automatic renewal statutes. You may cancel at any time as provided in Part VII, effective at the end of the then-current term. [NTD: confirm renewal cadence, price, notice period, and in-app cancellation flow so this Section matches the actual product.]
6.6 Your Own Compliance with Communications Laws.
You are solely responsible for your own communications with Homeowners and any other consumer. You represent, warrant, and covenant that you will comply with all laws governing those communications, including the Telephone Consumer Protection Act, 47 U.S.C. Section 227, and its implementing regulations at 47 C.F.R. Section 64.1200; federal and state do-not-call requirements; the Telemarketing Sales Rule, 16 C.F.R. Part 310; the CAN-SPAM Act, 15 U.S.C. Section 7701 et seq.; and all state telephone solicitation, automated dialing, text message, prerecorded message, and commercial email statutes. HeyPros's delivery of a Lead is not a representation that any consumer has given consent sufficient for any communication you choose to make, or that any consent obtained satisfies requirements applicable to you, your dialing technology, or your message content. You are responsible for scrubbing against applicable do-not-call and litigation lists, honoring revocations, and maintaining your own records of consent. You may not use a Lead for any purpose other than responding to the Service Request to which it relates, and you may not resell, transfer, or share a Lead.
6.7 Your Own Compliance with Contracting and Consumer Laws.
You are solely responsible for compliance with all laws governing your contracts with Homeowners, including home improvement contract form and content requirements, written contract and disclosure requirements, down payment and progress payment limits, escrow and trust account requirements, statutory rights of rescission and cooling-off periods, mechanic's lien and pre-lien notice requirements, warranty statutes, and door-to-door and home solicitation sales laws. HeyPros does not provide these documents, does not review your contracts, and does not advise you on their sufficiency.
6.8 You Bear Your Own Payment Risk.
HeyPros is not a party to your agreement with any Homeowner. HEYPROS DOES NOT GUARANTEE, INSURE, FACTOR, OR COLLECT YOUR RECEIVABLES AND BEARS NO LIABILITY IF A HOMEOWNER FAILS OR REFUSES TO PAY YOU, DISPUTES YOUR INVOICE, WITHHOLDS RETAINAGE, CANCELS A PROJECT, CHARGES BACK A PAYMENT, OR BREACHES ANY AGREEMENT WITH YOU. Collection is your sole responsibility, and you must pursue it directly against the Homeowner.
6.9 Contractor Indemnification.
You will defend, indemnify, and hold harmless HeyPros and its parents, subsidiaries, affiliates, officers, directors, shareholders, members, managers, employees, and agents from and against any and all claims, actions, proceedings, losses, liabilities, judgments, penalties, fines, damages, costs, and expenses, including reasonable attorneys' fees and costs of defense, arising out of or relating to: (a) any Project or any work you perform or fail to perform; (b) any bodily injury, death, or property damage caused in whole or in part by you or your personnel; (c) your breach of any representation, warranty, or covenant in this Agreement; (d) your violation of any law, including any communications, licensing, employment, wage and hour, immigration, tax, safety, privacy, or consumer protection law; (e) any claim by any of your personnel that they are or were an employee or joint employee of HeyPros or entitled to wages, benefits, or coverage from HeyPros; (f) any Content you submit; and (g) any dispute between you and a Homeowner. This obligation survives termination of this Agreement.
6.10 Removal, Suspension, and Non-Delivery.
HeyPros may, in its sole discretion and without liability, decline to deliver Leads, remove or de-rank your profile, suspend your access, or terminate your account, including on the basis of Homeowner complaints, Reviews, a lapse or restriction in licensing or insurance, suspected misrepresentation, chargebacks, or legal or regulatory concern. Removal does not entitle you to any refund except as expressly provided in Section 5.4.
PART VII. FEES, PAYMENT, AND SUBSCRIPTIONS
Payment, Refunds and Subscription Changes
HeyPros charges Homeowners no fee. This Part applies only to Contractors and other Subscribers.
HeyPros may charge to your credit card or other payment mechanism selected by you and approved by HeyPros ("Your Account") all amounts due and owing for the Services, including any other fee or charge associated with your use of the Services in United States Dollars (USD). You agree that in the event HeyPros is unable to collect the fees owed to HeyPros for the Services through Your Account, HeyPros may take any other steps it deems necessary to collect such fees from you and that you will be responsible for all costs and expenses incurred by HeyPros in connection without such collection activity, including collection fees, court costs and attorneys' fees.
Subscribers with paid subscriptions will provide HeyPros with a valid credit card for payment of the applicable fees. All fees are exclusive of all federal, state, provincial, municipal, or other taxes which Subscribers agree to pay based on where the Subscriber is primarily domiciled. In addition to any fees, the Subscriber may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges.
No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of a Subscriber.
All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Service.
Subscriber is responsible for paying all taxes associated with the subscription to the Service. If HeyPros has the legal obligation to pay or collect taxes for which Subscriber is responsible under this section, the appropriate amount shall be invoiced to and paid by Subscriber, unless Subscriber provides HeyPros with a valid tax exemption certificate authorized by the appropriate taxing authority.
Any and all payments by or on account of the compensation payable un der this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If the Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, HeyPros receives an amount equal to the sum it would have received had no such deduction or withholding been made.
PART VIII. CANCELLATION AND TERMINATION
Administrators are solely responsible for canceling subscriptions. An Administrator may cancel their subscription by providing express written request to [email protected], such Administrator's assigned Client Service Manager or within the HeyPros application. Cancellations shall not be accepted by any other means.
HeyPros in its sole discretion has the right to suspend or discontinue providing the Service to any Subscriber without notice for actions that are (a) in material violation of this Agreement, (b) create a Security Emergency, and (c) upon information or belief that a Subscriber or Authorized User is violating the law, or HeyPros becomes aware that Authorized User is under investigation by a federal or state law enforcement agency.
If (i) Authorized Users use the Service to materially violate this Agreement in a way that does not create a Security Emergency; (ii) HeyPros provides Subscriber with commercially reasonable notice of this violation; (iii) HeyPros uses commercially reasonable efforts to discuss and resolve the violation with Subscriber; and (iv) despite the foregoing, the violation is not resolved to HeyPros's s reasonable satisfaction within thirty (30) days of such notice, then HeyPros reserves the right to suspend or terminate access to the Service.
PART IX. DISCLAIMERS AND LIMITATION OF LIABILITY
Limitation of Liability
HeyPros shall not be liable for, and Subscriber waives the right to claim any loss, injury, claim, liability, or damage of any kind resulting in any way from the Services provided to Subscriber by HeyPros.
To the maximum extent permitted by applicable law, HeyPros is not responsible for delays or failures in the delivery of text messages caused by wireless carriers, telecommunications networks, third-party messaging providers, network outages, or other circumstances beyond HeyPros' reasonable control.
SUBSCRIBER AGREES THAT THE LIABILITY OF HEYPROS ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR (B) THE TOTAL AMOUNT YOU PAID HEYPROS FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE DATE THE CLAIM AROSE. SUBSCRIBER FURTHER AGREES THAT HEYPROS IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER HEYPROS HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THISALLOCATION IS REFLECTED IN THE PRICING OFFERED BY HEYPROS TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
Subscriber will solely be responsible for any damage and/or loss of Content contained in Subscriber's technology which occurs as a result of Subscriber's electronic equipment and/or Subscriber's computer system.
Disclaimer of Warranties
HEYPROS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS WITH RESPECT TO ANY SERVICES PROVIDED BY HEYPROS.
HeyPros makes no warranty that its services when provided to Sub- scriber in digital or electronic format will be compatible with Subscriber computer and/or other equipment, or that these Services will be secure or error free. Nor does HeyPros make any warranty as to any results that may be obtained from the use of the Service.
HeyPros hereby disclaims all warranties of any kind related to Subscriber's hardware or software beyond the warranties provided by the manufacturer of Subscriber's hardware or software.
Nothing in this Agreement excludes or limits liability for death or personal injury caused by HeyPros's own negligence, for HeyPros's own fraud or intentional misrepresentation, for HeyPros's own gross negligence or willful misconduct, or for any other liability that may not lawfully be excluded or limited. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or of certain implied warranties, so some of the exclusions and limitations above may not apply to you. Where an exclusion or limitation is held unenforceable, HeyPros's liability is limited to the greatest extent permitted by applicable law.
MARKETPLACE-SPECIFIC DISCLAIMER. HEYPROS MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY CONTRACTOR, ANY HOMEOWNER, ANY LEAD, ANY MATCH, ANY PROJECT, OR ANY WORK PERFORMED OR NOT PERFORMED. HEYPROS DOES NOT WARRANT THE IDENTITY, LICENSURE, INSURANCE, SOLVENCY, SKILL, HONESTY, SAFETY, OR FITNESS OF ANY USER, THE ACCURACY OF ANY PROFILE, REVIEW, OR SERVICE REQUEST, OR THAT ANY PROJECT WILL BE COMPLETED, COMPLETED CORRECTLY, OR COMPLETED AT ANY PARTICULAR PRICE OR TIME.
Personal Information.
You may use the Services to store information about your subcontractors or personnel, including personal data such as names, dates of birth, driver's license numbers, and other identifiers. You are solely responsible for the accuracy, legality, and appropriateness of all information you submit, for providing any required notices, and for obtaining all necessary rights and consents from the individuals whose information you upload. HeyPros does not control Customer Content, does not provide legal advice about your collection or use of personal data, and is not responsible for your compliance with privacy, employment, background-check, or record-retention laws. While HeyPros implements commercially reasonable safeguards, no system is perfectly secure, and the Service is provided "as is." To the maximum extent permitted by law, HeyPros will not be liable for any claims, damages, penalties, costs, data loss, unauthorized access or disclosure, or other harm arising out of or related to your submission, handling, or misuse of personal data in the Service, including any failure by you to comply with law or your agreements with third parties. You will defend, indemnify, and hold HeyPros harmless from any third-party claim arising from personal data you submit. In all cases, HeyPros's aggregate liability related to personal data will not exceed the greater of one hundred dollars or the fees you paid to HeyPros for the twelve months preceding the event giving rise to liability, except to the extent such limitations are prohibited by applicable Washington law.
Homeowner Personal Information Received by Contractors.
A Contractor that receives Homeowner personal information through the Service will: (a) use it solely to respond to the Service Request to which it relates and to perform services the Homeowner requests; (b) not sell, rent, license, or otherwise transfer it to any third party; (c) not use it for any purpose the Homeowner has not consented to; (d) maintain reasonable administrative, technical, and physical safeguards to protect it; (e) honor any opt-out, revocation, deletion, or access request the Homeowner directs to the Contractor; and (f) comply with all applicable privacy and data security laws. A Contractor's receipt of Homeowner personal information does not make the Contractor a service provider, processor, or contractor of HeyPros under any privacy law, and the Contractor determines the purposes and means of its own processing, unless HeyPros and the Contractor execute a separate written agreement stating otherwise.
PART X. INDEMNIFICATION
Indemnification
Contractors and other Subscribers hereby agree to indemnify and hold harmless HeyPros from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys' fees, which arise from or relate to the following: Authorized Users' breach of any obligation stated in this Agreement, and Authorized Users' negligent acts or omissions. HeyPros will provide prompt notice to Subscriber of any indemnifiable event or loss. Subscriber will undertake, at Subscriber's own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to HeyPros. HeyPros reserves the right to participate in the defense of the claim, suit, or proceeding, at HeyPros's expense, with counsel of HeyPros's choosing.
Homeowner Indemnification.
Homeowners agree to indemnify and hold harmless HeyPros from and against any claim, loss, liability, or expense, including reasonable attorneys' fees, arising from (a) the Homeowner's breach of this Agreement, (b) Content the Homeowner submits, including any Review, (c) the Homeowner's violation of any law or of the rights of any third party, and (d) any dispute between the Homeowner and a Contractor. HeyPros will give the Homeowner prompt written notice of any claim for which it seeks indemnification and will not settle any such claim without the Homeowner's consent, which will not be unreasonably withheld. This Section does not require a Homeowner to indemnify HeyPros against HeyPros's own negligence, gross negligence, or willful misconduct.
PART XI. DISPUTE RESOLUTION AND ARBITRATION
11.1 Informal Resolution Is Required First.
Before initiating arbitration or an action in small claims court, the party raising a dispute must send the other a written Notice of Dispute describing the dispute, the relief sought, and the sender's contact information. Notice to HeyPros must be sent to the address in Section 11. Notice to you will be sent to the contact information associated with your account. The parties will confer in good faith for sixty (60) days after the Notice of Dispute is sent. Completion of this process is a condition precedent to arbitration. Any applicable limitations period is tolled while the process is pending.
11.2 Agreement to Arbitrate.
Except as provided in Section 10.5, you and HeyPros agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Service, the Marketplace, any Lead, any Match, any Content, or your relationship with HeyPros, whether sounding in contract, tort, statute, fraud, or any other theory, and whether arising before, during, or after termination, will be resolved exclusively by binding individual arbitration and not in a court of law.
11.3 The Federal Arbitration Act Governs.
This Part X evidences a transaction involving interstate commerce, and the Federal Arbitration Act, 9 U.S.C. Section 1 et seq., governs its interpretation and enforcement. The arbitrator, and not any court, will decide all issues relating to the scope, interpretation, formation, and enforceability of this arbitration agreement, except that a court of competent jurisdiction, and not an arbitrator, will decide whether Section 10.6 is enforceable.
11.4 Rules, Costs, and Location.
Arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules where you are a Homeowner, and under its Commercial Arbitration Rules where you are a Contractor, in each case as modified by this Agreement. HeyPros will pay all filing, administrative, and arbitrator fees that exceed the amount you would pay to file the same claim in court, in accordance with the applicable AAA rules. The arbitration will be conducted by videoconference or on the written submissions, or, at your election, in person in the county of your residence or principal place of business. Each party bears its own attorneys' fees except where a statute or this Agreement provides otherwise. The arbitrator may award any relief available in court to the individual party, including statutory damages and attorneys' fees where a statute so provides. The arbitrator's award is final and binding and may be entered as a judgment in any court of competent jurisdiction.
11.5 Exceptions.
Either party may bring an individual action in small claims court, and either party may seek injunctive or other equitable relief in court to protect intellectual property rights or to address unauthorized access to or misuse of the Service. Nothing in this Part X prevents you from reporting any matter to, filing a complaint with, or participating in any action or investigation by any federal, state, or local governmental agency.
11.6 Class Action Waiver.
YOU AND HEYPROS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON THAT PARTY'S OWN CLAIM. If this Section is held unenforceable as to any claim or request for relief, that claim or request will be severed and brought exclusively in a court of competent jurisdiction, and all remaining claims will proceed in arbitration.
11.7 Batch Arbitration.
If twenty-five (25) or more demands for arbitration raising substantially similar claims are filed against HeyPros by or with the assistance of the same law firm or coordinated group of firms within a ninety (90) day period, the parties agree the demands will be administered in sequential batches of no more than fifty (50) demands each, that a single arbitrator will be appointed for each batch, that the parties will cooperate in good faith to identify common issues and to propose an efficient resolution of each batch, and that no demand outside the pending batch will proceed to a merits hearing until the pending batch is resolved. This Section is a material term. A court of competent jurisdiction may enter an order enforcing it, including an order enjoining the filing or prosecution of demands outside this protocol.
11.8 Survival and Severability.
This Part X survives termination of this Agreement and of your account. Except as provided in Section 10.6, if any portion of this Part X is held unenforceable, that portion will be severed and the remainder enforced.
11.9 Your Right to Opt Out of Arbitration.
YOU MAY OPT OUT OF THIS ARBITRATION AGREEMENT. To opt out, send written notice within thirty (30) days after the date you first accept this Agreement to the address in Section 11, stating your name, the email address associated with your account, and a clear statement that you wish to opt out of arbitration. Opting out has no effect on any other provision of this Agreement and no effect on your access to the Service. If you opt out, disputes will be resolved as provided in the Governing Law and Venue section.
11.10 Jury Trial Waiver.
TO THE EXTENT ANY DISPUTE IS NOT SUBJECT TO ARBITRATION, YOU AND HEYPROS EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY.
PART XII. MISCELLANEOUS
Subscriber acknowledges and agrees that HeyPros may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
HeyPros may provide the ability to integrate the Service with third party products and services that Subscriber may use at Subscriber's option and risk. Access to and use of any third-party products and services are subject to the separate terms and conditions required by the providers of the third-party products and services. Subscriber agrees that HeyPros has no liability arising from Subscriber's use of any integrations or arising from the third-party products and services.
Subscriber acknowledges the risk that information and the Content stored and transmitted electronically through the Service may be intercepted by third parties. Subscriber agrees to accept that risk and will not hold HeyPros liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted. Only HeyPros, with strict business reasons, may access and transfer the Content and only to provide Subscriber with the Service. HeyPros will make reasonable efforts to provide notice to Subscriber prior to such access and transfer.
The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
This Agreement constitutes the entire agreement between Authorized Users and HeyPros and governs Authorized Users use of the Service, superseding any prior agreements between Authorized Users and HeyPros (including, but not limited to, any prior versions of this agreement).
HeyPros reserves the right to amend this Agreement. HeyPros will provide notice of any material change to this Agreement at least thirty (30) days before it takes effect, by email to the address associated with your account or by conspicuous notice within the Service. Material changes apply prospectively only and will not apply to any dispute of which HeyPros had notice on or before the effective date of the change. If you do not agree to a material change, your remedy is to stop using the Service and, if applicable, cancel your subscription before the change takes effect.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.
Notices.
Notices to HeyPros under this Agreement, including any Notice of Dispute under Section 10.1 and any arbitration opt-out under Section 10.9, must be sent in writing to HeyPros Technologies: ATTN: Legal - 200 Continental Drive, Suite 401, Newark DE 19713, with a copy by email to [email protected]. Notices to will be sent to the email or mailing address associated with your account, and you are responsible for keeping that information current.
Governing Law and Venue. This Agreement and your relationship with HeyPros are governed by the laws of the State of Washington, without regard to its conflict of law principles, except that the Federal Arbitration Act governs Part X. Nothing in this Section deprives a Homeowner of the protection of any mandatory consumer protection provision of the law of the jurisdiction in which the Homeowner resides that cannot be derogated from by agreement. Subject to Part X, all disputes will be resolved exclusively in the state courts located in Clark County, Washington, or in the United States District Court for the Western District of Washington, and each party consents to jurisdiction and venue in those courts and waives any objection based on inconvenient forum; provided that a Homeowner may instead bring an individual action in the state or federal courts located in the county of the Homeowner's residence. In any action between HeyPros and a Contractor to enforce rights under this Agreement, the prevailing party is entitled to recover its reasonable costs and attorneys' fees. This fee-shifting provision does not apply to Homeowners.