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Pro.com Terms of Service

Effective date: 10/07/2015

Welcome to Pro.com, a marketplace where individuals and/or businesses seeking services (“Customers” or “you”) can obtain information about and contract for services with individuals and/or businesses who can provide such services (“Service Providers”) to Customers. The services being provided by Service Providers to Customers are herein referred to as “Third Party Services”. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at support@pro.com, (206) 905-4953, or 2033 6th Ave, Suite 236, Seattle, WA 98121.

These Terms of Use (the “Terms”) are a binding contract between you and Pro.com (“Company,” “we” or “us”). You must agree to and accept all of the Terms, or you don’t have the right to use the Services. Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document, as well as those in the Pro.com Privacy Policy, Service Provider Addendum and Copyright Dispute Policy. If you obtain services from a Service Provider, you will also enter into a separate contract directly with that Service Provider. Company is not a party to that contract.

You represent and warrant that you are of legal age to form a binding contract. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). “You” and “your” apply to both Customers and Service Providers for the purposes of these Terms, unless indicated otherwise.

Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the Pro.com website, and/or by sending you an email and/or by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. If you reject new Terms, you remain obligated to extent of Services used prior to your rejection.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

What about my privacy?

Pro.com takes the privacy of its users very seriously. You can view the current Pro.com Privacy Policy at https://pro.com/info/privacy.

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at legal@pro.com.

What are the basics of using Pro.com?

Pro.com serves as a platform to connect Customers in need of Third Party Services with Service Providers who may provide such services. Service Providers provide Third Party Services directly and assume responsibility for all aspects of the Third Party Services except as specified hereunder. Pro.com does not provide, or exercise any control or oversight over, Third Party Services. Any contract for Third Party Services is strictly between the applicable Customer and Service Provider. Pro.com makes no representations and provides no warranties regarding the quality, legality, suitability, reliability, timeliness, or accuracy of any Third Party Services or information provided through Pro.com Services. Pro.com may screen Customers and/or Service Providers, but all users should exercise caution and common sense to protect personal safety and property when interacting with other users. NEITHER Pro.com NOR ITS AGENTS OR AFFILIATES ARE RESPONSIBLE FOR THE REPRESENTATIONS OR ACTIONS OR OMISSIONS OF ANY USER OF THE SERVICE, WHETHER ONLINE OR OFFLINE AND WHETHER WITHIN OR OUTSIDE OF THE SERVICES. BECAUSE Pro.com IS NOT THE PROVIDER OF THIRD PARTY SERVICES, IF A DISPUTE ARISES AMONG ONE OR MORE USERS OF THE SERVICES (INCLUDING, WITHOUT LIMITATION, BETWEEN A CUSTOMER AND A SERVICE PROVIDER, OR BETWEEN MULTIPLE SERVICE PROVIDERS AND/OR CUSTOMERS), YOU HEREBY RELEASE Pro.com (AND ITS AFFILIATES, AGENTS AND EMPLOYEES) FROM, AND SHALL INDEMNIFY Pro.com AGAINST, ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL 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 SUCH DISPUTES. We do not expect that you will have a dispute with your Service Provider. However, if a dispute with any Service Provider should arise, Pro.com reserves the right in its sole discretion to attempt to resolve any such dispute. You agree that prior to taking any legal action against a Service Provider, you will give Pro.com 30 days’ written notice prior to doing so and you will participate in a resolution of any dispute in good faith. Notwithstanding the foregoing, you agree that Pro.com shall not be liable for any actions or omissions in connection with its attempts to resolve any disputes.

You may be required to sign up for an account, and select a password and user name (“Pro.com User ID”). When registering for or using the Service, you promise to provide us with accurate, complete, and updated information. You may not select as your Pro.com User ID a name that you don’t have the right to use, or another person’s or entity’s name with the intent to impersonate that person or entity. You may not transfer your account to anyone else without our prior written permission.

You will only use the Services for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account, including but not limited to charges incurred.

Service Providers are not employees of Pro.com, but are independent contractors that agree to provide Third Party Services to Customers. Each Service Provider is responsible for its compliance with applicable federal, state and local employment and wage laws.

Pro.com is not a Service Provider, does not provide any Third Party Services itself, and is not the agent of either contracting party for any purpose. Pro.com provides a variety of features and functionality through the Services to help Customers and Service Providers connect, communicate and smoothly execute their transaction. Pro.com is not a general contractor or subcontractor, and the Service Provider is not a subcontractor of Pro.com. You contract directly with the Service Provider.

Your use of the Services is subject to the following additional restrictions:

You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:

(a)Commercializes or leverages Pro.com Services as a separate business;

(b)Infringes or violates the intellectual property rights or any other rights of anyone else (including Pro.com);

(c)Violates any law or regulation;

(d)Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

(e)Jeopardizes the security of your Pro.com account or anyone else’s (such as allowing someone else to log on as you on the Services);

(f)Attempts, in any manner, to obtain the password, account, or other security information from any other user;

(g)Violates the security of any computer network, or cracks any passwords or security encryption codes;

(h)Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);

(i)“Crawls,” “scrapes,” or “spiders” any page, data or portion of or relating to the Services or Content (through use of manual or automated means);

(j)Copies or stores any significant portion of the Content;

(k)Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

Company may provide a tool for Customers to view an estimate of the labor cost for a Job (the “Estimated Labor Cost”). The Estimated Labor Cost is only a guide to help you approximate the cost of a Job, and is not a representation or guarantee by Company of the actual price of a Job or the cost of labor for a job. Company provides no representation or warranty as to the accuracy of the price estimates generated by the Estimated Labor Cost feature, and Company will not be liable for Customer’s or Service Provider’s reliance on any estimate.

Company may from time to time offer certain Jobs in certain markets at a “Flat Rate” price. The “Job Definition” for such offers will typically involve special conditions and exclusions in addition to the definition of the Job itself. Service Providers performing these Jobs will invoice Customers the “Flat Rate” price plus any applicable permit costs and taxes. If Service Provider determines the actual scope of a Job exceeds the Job Definition of an applicable “Flat Rate” offering, the Service Provider will get approval from Pro.com and the Customer before moving forward with the Job. If Customer wants additional services, whether they be related to the original Job but excluded from the Job Definition, or whether they be otherwise, Service Provider will invoice the Customer for the additional labor, materials, permits and taxes.

In order to book a Job and obtain an appointment with a Service Provider, you may be required to have a payment method such as a credit card on file with your Pro.com account. Pro.com in its sole discretion will determine the acceptable payment method(s) for each Job. Pro.com may in its sole discretion facilitate Customer payments to Service Providers as such Service Provider’s limited payment collection agent. Customer payments collected in such manner shall be considered the same as payments made directly from Customer to Service Provider. Payment is due from Customer upon receipt of each Invoice, and for some Jobs there may be more than one Invoice. Customer agrees that use of the Services will result in charges for services provided. Pro.com will inform Customer via SMS and/or email of the summary of charges (totals) before charging their payment method on file.

Company may offer to confirm an appointment with a Service Provider within a specific amount of time and/or schedule a Job for a particular date and time. In such cases, Company will make reasonable efforts to contact an appropriate Service Provider within that time frame and obtain confirmation of a suitable appointment. However, Company cannot guarantee, and ability to confirm appointments depends upon, Service Provider availability and in some cases the service location. Company also reserves the right to cancel a scheduled Job based on Service Provider availability.

Company may offer a “Pro.com Guarantee” on some Jobs (“Pro.com Guarantee Jobs”). If you are not satisfied with the quality of the project on a Pro.com Guarantee Job, we will work closely with you and the Service Provider to resolve the issue. If the Service Provider does not resolve the matter to your satisfaction, we will spend up to the lesser of $1,000 or the original cost of the service towards having another Service Provider correct the problem. Restrictions apply. Learn more about our Guarantee.

Each Customer acknowledges and agrees that Pro.com assumes no liability or responsibility for any (i) errors, mistakes or inaccuracies of Content, and/or (ii) personal injury or property damage, of any nature whatsoever, arising from its use of Pro.com Services and/or the provision of any Third Party Services by Service Providers. Customer acknowledges and agrees that it may be subject to screening by Pro.com. Customer acknowledges that Pro.com cannot guarantee that there are/will be Service Providers who are capable of or willing to complete requested Third Party Services, and that Third Party Services and associated costs may vary during the course of a Third Party Services project.

How do Pro.com’s SMS and MMS services work?

When you opt-in to the service, we will send you an SMS message to confirm your signup.

You can cancel the SMS/MMS service at any time. Just text "STOP" to 776776 After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS/MMS messages to you again.

If at any time you forget what keywords are supported, just text "HELP" to 776776 After you send the SMS message "HELP" to us, we will respond with instructions on how to use our service as well as how to unsubscribe.

As always, message and data rates may apply for any messages sent to you from us and to us from you. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

For all questions about the services provided by this short code, you can send an email to support@pro.com.

If you have any questions regarding privacy, please read our Privacy Policy at https://pro.com/info/privacy.

What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you promise you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Pro.com ’s) rights.

You understand that Pro.com owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), creative derivative works based on, or otherwise exploit any of the Services.

The Services may allow you to copy or download certain Content; the restrictions above apply to all materials displayed, performed or available through the Services, even if there is a download or copy function available.

Do I have to grant any licenses to Pro.com or to other users?

Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission.” Some User Submissions are viewable by other users. In order to display your User Submissions on the Services, and to share your User Submissions with other users (where applicable), you grant us certain rights in those User Submissions. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.

For all User Submissions, you hereby grant Pro.com a worldwide, royalty free, fully paid up, perpetual, irrevocable, fully sublicensable license to use, reproduce, display, perform, adapt, translate, modify, distribute, make derivative works of and otherwise exploit your User Submissions in any manner we see fit (a “User Submission License”). This is a license only – your ownership in User Submissions is not affected. Pro.com may use your User Submissions in any manner for any purpose, including to advertise and promote Pro.com, the Services and/or the Service Provider. Pro.com may refuse to accept or transmit your User Submissions. Pro.com may decide to not post and/or remove your User Submission(s) from the Services for any reason.

If you store a User Submission in your own personal Pro.com account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant Pro.com the User Submission License above for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.

If you share a User Submission only in a manner that only certain specified users can view (for example, a private message to one or more other users or an address for a Service Provider) (a “Limited Audience User Submission”), then you grant Pro.com the User Submission License above for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view (a “Public User Submission”), then you grant Pro.com the licenses above for the purpose of making that Public User Submission accessible to all Pro.com users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with Pro.com’s business. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services. For clarity, Public User Submissions include, without limitation, feedback regarding Services, Third Party Services, Customers, and Service Providers.

Finally, you understand and agree that Pro.com may need to make changes to your User Submissions to conform and adapt those User Submissions for any and all purposes relating to providing the Services (including, without limitation, to make User Submissions compatible with the technical requirements of connection networks, devices, services, or media.

What if I see something on the Services that infringes my copyright?

Pro.com respects others’ intellectual property rights, and in accordance with the Digital Millennium Copyright Act (the “DMCA”), we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to review our complete Copyright Dispute Policy and learn how to report potentially infringing content, click here. To learn more about the DMCA, click here.

Who is responsible for what I see and do on the Services?

Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.

The Services may contain links or connections to third party websites or services that are not owned or controlled by Pro.com. When you access third party websites or use third party services, you accept that there are risks in doing so, and that Pro.com is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.

Pro.com has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, Pro.com will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Pro.com shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site, or between users and any third party, you agree that Pro.com is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Pro.com, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do 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." You, being aware of said code section, hereby expressly waive any rights you may have thereunder, as well as under any other statutes or common law principles of similar effect. You acknowledge and agree that this waiver is an essential and material term of this agreement, and that without such waiver, this agreement would not have been entered into by Pro.com.

Will Pro.com ever change the Services?

We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

Does Pro.com cost anything?

Pro.com reserves the right to charge for certain or all Services. You are responsible for paying all applicable fees and payments as set forth in the Services. Pro.com reserves the right to update or modify its fees and payments policies at any time, and if you wish to continue using such Services, you must pay all applicable fees.

Customer agrees to pay all applicable fees immediately upon completion of Third Party Services by Service Provider, or as otherwise mutually agreed by the applicable parties. If Customer cancels completion of Third Party Services for any reason, Customer agrees to pay for reasonable time and materials charges already provided by Service Provider by the time of cancellation. If Customer cancels Third Party Services within twenty-four (24) hours of the scheduled start-time, Customer may be charged a cancellation fee set by Pro.com. Pro.com reserves the right, but does not have the obligation, to mediate disputes regarding fees and payments at its sole discretion.

What if I want to stop using Pro.com?

You’re free to do that at any time, by contacting us at support@pro.com; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services. Note that terminating your use of the Services does not terminate this Agreement.

Pro.com is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Pro.com has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

What else do I need to know?

Warranty Disclaimer. Pro.com does not make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Pro.com or others. THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL Pro.com BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE LESSER OF (I) $100 OR (II) THE AMOUNTS COLLECTED FROM YOU BY Pro.com ON BEHALF OF SERVICE PROVIDERS IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (III) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. You agree to indemnify and hold Pro.com, its affiliates, officers, agents, employees, and partners harmless for and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), (b) your violation of these Terms and (c) any provision of Third Party Services. In the event of such a claim, suit, or action (“Claim”), if you have an account, we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Pro.com ’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of Washington, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in King County, Washington, in English, in accordance with the Streamlined Arbitration Rules and Procedures (“Arbitration Rules”) of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive, provisional or emergency relief, from any court of competent jurisdiction prior to any arbitration, or during or after arbitration if permitted under the Arbitration Rules; provided that the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, King County, Washington, or the Western District of Washington.

Miscellaneous. You will be responsible for paying withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Pro.com may, in its sole discretion do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Pro.com agree that these Terms, together with the Pro.com Privacy Policy and Service Provider Addendum (if applicable), are the complete and exclusive statement of the mutual understanding between you and Pro.com, and that it supersedes and cancels all other previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all modifications to these Terms must be in a writing signed by both parties (except as otherwise provided herein). No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Pro.com in any respect whatsoever. You and Pro.com agree there are no third party beneficiaries intended under this Agreement.