Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY BECAUSE THEY CONTAIN THE TERMS AND CONDITIONS THAT APPLY TO YOUR USE OF OUR SERVICES AND THEY CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US.

BY CLICKING ON THE “I ACCEPT” BUTTON OR BY ACCESSING OR USING THE SERVICES IN ANY MANNER WHATSOEVER, YOU ARE CONFIRMING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO, SHALL ABIDE BY AND COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF USE.  WHENEVER YOU USE OR ATTEMPT TO USE ANY FEATURE OR FUNCTION OF OUR SERVICES, EVEN IF YOU STOP USING OTHER FEATURES OR FUNCTIONS OF OUR SERVICES, YOU WILL STILL BE BOUND BY AND REQUIRED TO COMPLY WITH ALL OF THE TERMS AND CONDITIONS IN THESE TERMS OF USE THAT APPLY TO YOU.

These are the terms and conditions that constitute the official terms of use (“Terms of Use”) between you (“you” or “your”) and Pro-filesPlus, Inc. (“Pro-filesPlus”, “we”, “our” or “us”) that apply to your use of our Website and the available services, features and functions (as more fully described herein) that are offered and made available on, through or using our Website (the “Services”).  The terms “you” and “your” as used herein refer collectively to you individually and the company, firm or enterprise (together with its Authorized Users as the context requires) receiving access to the Services hereunder and on whose behalf a duly authorized representative has successfully completed the registration process for an Account (as such term is defined below). The terms “Website” or “Websites” mean and include the primary Pro-filesPlus web site on the World Wide Web, currently located at www.Pro-filesPlus.com, as well as any and all equivalent, mirror, replacement, substitute or backup websites and all web pages contained therein.

When you use or take advantage of any features or functions of our Services or participate or engage in activities or transactions we make available in connection with our Services you are also confirming your agreement to be bound by and comply with any and all additional terms and conditions that we indicate apply to you in doing or attempting to do those things (referred to individually and collectively, as “Additional Terms”). Such Additional Terms that apply to you, as well as our Privacy Policy, are all part of these Terms of Use and form a part of your agreement with us regarding your use of and access to the Services.

The words "use" or "using" means any time you, or any other individual, directly or indirectly, with or without the aid of a machine or device, does or attempts to access, interact with, use, display, view, print or copy from the Website or the Services, transmit, receive or exchange data or communicate with the Website or the Services, or in any way utilizes, benefits, takes advantage of or interacts with any function, service or feature of the Website or the Services, for any purpose whatsoever. Anyone using our Services, including you, may also be referred to as a “user.”

1.  THE SERVICES
Our Services are intended to provide credit and collection management and information services primarily to employees of retail distributors of building and construction materials (e.g., owners, controllers, accounting personnel, credit, collection and salespeople) within the United States.  The Services may assist Members (as defined below) in soliciting new business, opening new or updating, maintaining and evaluating current credit accounts, and collecting monies owed on past due credit accounts from debtors.  Through their use of the Services, Members will be able to, among other things, conduct searches on companies within the construction industry with regard to credit history, view records and reports relating to such companies’ credit/debt history, submit inquiries for credit/debt information, and purchase products and services related to obtaining and maintaining credit information of current and potential customers.

2.  REGISTRATION / USER IDs AND PASSWORDS
In order to access our Services you must register as a member (“Member”) by creating an Account (“Account”).  We reserve the right to approve or reject, at any time, at our sole discretion, the registration of any new Account, or the attempted renewal of any existing Account.  Because the Services are not generally available to the public, you will be required to create a unique user ID and password upon creating your Account.  We may also, from time to time, provide you with additional codes or passwords necessary to perform certain transactions or otherwise access the Services.  Your user ID, password, and any additional codes or passwords used to access your Account are collectively referred to herein as "IDs".  Your IDs are personal to you.  You agree that you will not allow another person to use your IDs to access and use the Services under any circumstances.
You are solely responsible for maintaining the strict confidentiality of your IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so.  We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person to access and use the Services using your IDs.  You agree to immediately notify us if you become aware of any unauthorized use of your IDs or other need to deactivate any IDs due to security concerns.  You hereby acknowledge and agree that you are solely responsible for all activities, acts and omissions, and transactions that occur in, from, through or under your Account(s) or IDs.

3.  ACCOUNT MEMBERSHIP AND PAYMENT
When you create an Account you will be required to designate a manager for your Account (“Account Manager”), who is considered the primary user of the Account.  For the avoidance of doubt, an Account Manager must not be a salesperson or sales manager with an interest in soliciting new business, but must have a direct relationship with customers regarding management of accounts receivables.  The Account Manager will designate the type of membership for an Account, either “Basic” or “Premium” (or any such other Account types as we may offer from time to time), as well as designate any sub-Account(s) and/or additional user(s) (each such user, an “Authorized User”) associated with such sub-Account(s).  Account Managers will be required to designate each Authorized User as either a “Credit” or “Sales” user (or any such other User Types as we may offer from time to time), and each Authorized User will also be required to create their own individual IDs in order to access the Services.  The type of membership selected by the Account Manager will determine the membership status of the Account Manager and all associated Authorized Users.  A list of descriptions and features for each membership and user type is available for your review at www.Pro-filesPlus.com, which may be updated at anytime, and from time to time, at our sole discretion.

You acknowledge, understand and agree that we will rely on your list of Authorized Users (and any updates and notifications we receive from you in accordance with the terms of these Terms of Use) to enable your Authorized Users to access and use the Services.  For the avoidance of doubt, any reference to “your Account” or “your IDs” within these Terms of Use includes the IDs of your Authorized Users as well as any sub-Accounts to which such Authorized Users have access.  It is your sole and exclusive responsibility to ensure that each Authorized User has the requisite authority, permissions and entitlements (“Authority”) necessary to access and use the Services.  We have no obligation to validate any such Authority and you agree that we shall not be liable for any transactions executed or information or content provided via the Services in violation of any such Authority. 

The opportunity to participate in live Credit Meetings (pursuant to, and as defined in, the Additional Terms for Credit Meetings held and monitored by Pro-filesPlus is a feature of the Services offered ONLY to Members that are registered as “Credit” users.  Upon completion of each Credit Meeting, Pro-filesPlus generates “Credit Meeting Reports” and makes them available free of charge via our Website to those Members who attend such Credit Meeting, and for a fee to all Members with Premium membership who have not attended such Credit Meeting, but wish to have access to the associated Credit Meeting Report.  “Credit Meeting Reports” are documents prepared by Pro-filesPlus that include an updated and finalized agenda for the associated Credit Meeting, as well as attendees’ names, phone numbers, email addresses, and any other information or documentation we record and/or aggregate during and after such Credit Meeting (including all relevant information submitted by Credit Meeting attendees).  As a condition of providing Credit Meeting Reports to certain Members, such Members must agree to treat and protect all Credit Meeting Reports as confidential, and with at least the same degree of care such Members use to treat and protect their own confidential information, and shall prevent any unauthorized use, disclosure and/or distribution of such Credit Meeting Reports to any third party.

You will be required to pay certain fees associated with the type of Account for which you register, as well as any related products and services you wish to purchase via our Website.  A list of fees is available for your review at www.Pro-filesPlus.com, which may be modified at anytime, and from time to time, at our sole discretion.  Your payment options include paper invoice, credit card and/or electronic payment (i.e., EFT/ACH).  If you would like to be invoiced, we will issue a paper invoice, which will include an additional billing surcharge/processing fee for each such invoice.  All invoices must be paid “upon receipt” and any amounts that are not paid within 30 days of the date of invoice shall accrue interest from the applicable due date at a rate of 1.25% per month (or such lower rate as may be required by law, if applicable).  We reserve the right to impose electronic payment and/or credit card processing fees at any time upon notice to you, at our sole discretion.  In the event it becomes necessary for Pro-filesPlus to institute collection proceedings against you, Pro-filesPlus shall be entitled to recover all costs it incurs in connection with such collection, estimated at 25% of the uncollected debt or balance due, in addition to and including reasonable attorney’s fees.

4.  MODIFICATION, RENEWAL AND TERMINATION OF MEMBERSHIP
The membership and/or user type(s) associated with both the Account Manager and the Authorized Users may be modified or terminated (in whole or in part) at anytime, but ONLY by the Account Manager.  All memberships will automatically renew on the first anniversary of the initial billing date of an Account.  Prior to such automatic renewal, an email will be sent to the Account Manager, alerting the Account Manger of the renewal, at which time the Account Manager will have the option to (i) terminate the Account, or (ii) upgrade all Basic membership users to Premium membership users for the upcoming renewal period.  For the avoidance of doubt, if the Account Manager wishes to have the Account renew, but no modifications to the Account are necessary, the Account Manager will not be required to take any action and the Account will automatically renew under its existing membership terms.

If you breach (or we believe you have or may breach) these Terms of Use or if we are notified, determine or have reason to believe you or any Authorized Users have or are engaging in conduct that violates any of the terms and conditions of these Terms of Use, we may deactivate, cancel, suspend or terminate your membership, any Account(s) associated with your membership, and any other use of our Services, in whole or in part, without notice to you. We may declare all monies then due, owing and outstanding immediately due and payable and we will have no liability or further obligation of any kind to you or any other person and you will not be entitled to any refund.

5. MEMBER INFORMATION
Our ability to provide the Services to Members is dependent upon our collection, aggregation and distribution of the information we receive from you, including, without limitation (i) your company’s name, address, telephone number(s), email addresses, and any other data that identifies your business, (ii) names, addresses, credit status and/or debtor information of your past, current and potential customers, other information concerning your past, current and potential customer accounts including accounts receivables, and/or the customers of other Members, and (iii) any other information you disclose to us in connection with your use of the Services (collectively, the “Member Information”).  Therefore, you hereby grant Pro-filesPlus an irrevocable, perpetual, worldwide, royalty-free right and license to use, display, distribute, manipulate, combine with other data and exploit the Member Information. Further, you hereby represent that

(i) you have full authority to disclose the Member Information to Pro-filesPlus,
(ii) have notified and/or advised all past, current and potential customers that such information will be disclosed and licensed to Pro-filesPlus, and (iii) have obtained affirmative consent from any and all past, current and potential customers and third parties to provide such information to Pro-filesPlus for its use, display, distribution, manipulation, combination and exploitation via the Services.

All Members will have access to a membership directory, which lists all Account names, associated telephone numbers and fax numbers, as well as the name, email address and title of the Account Manager, any SIC or NAICS codes or product lines related to such Member’s business, and any other Account-identifying information that we deem appropriate to include in furtherance of making such membership directory available.  All Members hereby agree and acknowledge that we may, without limitation, generate informational reports reflecting statistics on searches and inquires submitted by Members using our Services via the Website, and will make such reports available to and searchable by all Members as part of the Services.  Such reports may include, but shall not be limited to, Member Information and any other Account-identifying information that we deem relevant and/or appropriate.

You represent, warrant and covenant to us that any and all Member Information and any other information or data you provide to us in connection with your Account and your use of the Services, is and will be, true, accurate and complete when given to us, that in providing such information to us you will not knowingly omit or misrepresent material facts or information, and that you will promptly submit corrected or updated information via the Services, or otherwise advise us promptly in writing of any such changes or updates to any information you’ve provided to us.  You further consent and authorize us to verify your Member Information as required for use and access to the Services, as applicable.

6.  MODIFICATIONS
We have the right, any time and from time to time, for any reason in our discretion, to change these Terms of Use, including the Privacy Policy and any Additional Terms that apply to our Services. We will post notices of material changes on our Website and we may also send you an email about any changes that pertain to specific offerings of products or services. Once we post such changes, they become effective immediately. Your use of the Services after any such changes become effective constitutes your acceptance of such changes. Please check frequently and review these Terms of Use so you are aware of the most current terms and conditions of your agreement with us.  We also reserve the right, any time and from time to time, in our discretion, to modify, suspend or discontinue all or any portions of our Services without notice and without liability to you or any other party.  If any new products or services become available, they will be considered a part of the Services and your use of them will be governed by these Terms of Use unless we notify you otherwise.

7.  PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY
“Content” refers to all content, data, information, databases, other proprietary information and materials and all copyrightable or otherwise legally protectible elements of our Services, including, without limitation, Member Information as well as all copyright and other rights in marks or other intellectual property which you may encounter, are provided by, available from, or for your use in connection with our Website and Services.  You will not alter, delete, obscure or conceal any copyright or other notices, nor will you reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate or use any Content in violation of these Terms of Use, without our express written consent. You also will not copy, modify, display, transmit, transfer, distribute or use Content in violation of these Terms of Use or any laws or regulations. You agree not to authorize, encourage or allow anyone else, directly or indirectly, to do anything you are not permitted to do under these Terms of Use.

Content is either our property or owned by Members or our licensors, suppliers or operational service providers and is legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and international treaties.  You agree that the entities mentioned above are third-party beneficiaries under these Terms of Use and both we and they can protect our respective rights and enforce these Terms of Use against you.  You may only use our Website, Services and the Content for non-commercial, internal business use (solely in connection with evaluation and management of Member Information you submit, and Member Information submitted by other Members to which you are provided access via the Services) and for no other purpose. Your right to use our Services is not assignable or transferable.  Any rights not granted to you under these Terms of Use are fully reserved by us and any unauthorized or prohibited use of our Services may subject you to civil liability, criminal prosecution, or both.  You shall not disclose any Content, specifically the Member Information of other Members, to any unaffiliated third parties without such Member’s consent and/or the consent of Pro-filesPlus.

8.  ACCESS TO AND USE OF THE SERVICES
Your access to and use of our Services is subject to all applicable local, provincial, state, and national laws and regulations. You shall not use, allow, or enable others to use our Services or in any manner that is, attempts or is likely to: