1. Acceptance of Terms
By accessing or using ProInsight™ membership services, you agree to be bound by these Terms and any additional terms and conditions referenced herein. If you disagree with these Terms, please do not use our services.
2. Membership
a. Registration: To access certain features of ProInsight™, you may be required to register for a membership account. You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary.
b. Membership Fees: You agree to pay all applicable fees associated with your ProInsight™ membership per the pricing and payment terms disclosed to you upon registration. Failure to pay fees may result in the suspension or termination of your membership.
c. Membership Benefits: Your membership entitles you to access and use the features and services provided by ProInsight™ per these Terms and any additional terms and conditions provided to you.
3. Modifications to Services, Pricing, and Termination of Access
ProInsight™ reserves the right to modify its pricing, services, and platform features at any time, with or without notice. This may include adjustments to subscription fees, service offerings, and access policies. ProInsight™ also retains the right to refuse service or terminate a user’s access to the platform, with or without cause, at its sole discretion. In the event of such termination, ProInsight™ may issue a refund, as deemed appropriate, but is not obligated to provide compensation beyond the original payment made by the user.
4. Agent Compliance Acknowledgment
a. Prior to installing or publishing any Homeowner Concierge™ program content, including website language, marketing materials, vendor directories, or client-facing resources, I acknowledge that I am responsible for reviewing this program with my broker of record and/or independent legal counsel.b. I understand that Homeowner Concierge™ provides program frameworks and suggested language for general informational purposes only and does not provide legal advice.c. I accept full responsibility for ensuring that all Homeowner Concierge™ materials comply with my brokerage policies and all applicable local, state, and federal regulations.
5. Use of Platform
a. License: Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license to access and use ProInsight™ for your internal business.
b. Prohibited Activities: You agree not to engage in any of the following prohibited activities:
i. Use ProInsight™ for any unlawful purpose or in violation of any applicable laws or regulations.
ii. Attempt to gain unauthorized access to ProInsight™ or any accounts, computer systems, or networks connected to ProInsight™.
iii. Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on ProInsight™.
iv. Interfere with or disrupt the integrity or performance of ProInsight™ or the data contained therein.
v. Use any automated means to access or use ProInsight™ or to collect data from ProInsight™.
c. Content: You are solely responsible for any content you upload, post, transmit, or otherwise make available on ProInsight™. You agree not to upload, post, or transmit any unlawful, infringing, defamatory, obscene, or otherwise objectionable content.
6. Intellectual Property
a. Ownership: ProInsight™ and all intellectual property rights therein are owned by the Company or its licensors. Except as expressly provided herein, nothing in these Terms shall be construed as conferring any license or ownership rights to you.
b. Feedback: If you provide any feedback, suggestions, or ideas regarding ProInsight™, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such feedback into ProInsight™.
7. Privacy
Our Privacy Policy governs the collection, use, and disclosure of your personal information in connection with ProInsight™. By using ProInsight™, you consent to collecting, using, and disclosing your personal information as described in our Privacy Policy.
8. Termination
We reserve the right to suspend or terminate your access to ProInsight™ at any time for any reason without prior notice or liability.
9. Membership Transfer Upon Sale of Business
a. Transferability: A ProInsight membership is non-transferable except as expressly provided in this Section. In the event that a Member sells, assigns, or otherwise transfers ownership of their business or substantially all of its assets to a third party, the Member may request that their ProInsight membership be transferred to the acquiring party as part of that transaction.
b. Written Approval Required: No membership transfer shall be valid or effective unless and until ProInsight provides its written approval of the transfer. ProInsight reserves the right to approve or deny any transfer request in its sole discretion, including but not limited to evaluating whether the proposed transferee meets ProInsight’s then-current membership standards and vetting requirements. Any purported transfer made without such written approval shall be null and void, and ProInsight may immediately terminate the membership in such event.
c. Transfer Request and Notice Period: A Member seeking to transfer their membership must submit a written transfer request to ProInsight no fewer than thirty (30) days prior to the anticipated closing date of the business sale. The request must include:
i. the full legal name and contact information of the proposed transferee.
ii. a description of the business transaction giving rise to the transfer.
iii. the proposed Position Value as defined in Section [X].4.
iv. the twelve-month revenue figure required under Section [X].5.
ProInsight will use commercially reasonable efforts to respond to a complete transfer request within fifteen (15) business days of receipt.
d. Transfer Fee: Upon approval of a membership transfer, the transferring Member shall pay ProInsight a transfer fee equal to ten percent (10%) of the total agreed-upon sale price attributed to the ProInsight membership position (the “Position Value”). This fee is due and payable in full prior to the transfer becoming effective. Failure to remit the transfer fee shall render any approval null and void.
e. Minimum Position Valuation: The Position Value used to calculate the transfer fee under Section [X].4 shall not be less than the total gross revenue received by the transferring Member from their ProInsight membership during the twelve (12) calendar months immediately preceding the date of the transfer request (the “Minimum Valuation”). For purposes of this Section, “revenue received from a ProInsight membership” means all fees, payments, referral compensation, and other consideration received by the Member that originated directly from leads, referrals, or client connections generated through the ProInsight platform or network. If the parties assign a Position Value below the Minimum Valuation, ProInsight shall calculate and collect the transfer fee based on the Minimum Valuation, regardless of the stated sale price.
f. Member Representations and Documentation: By submitting a transfer request, the transferring Member represents and warrants that:
i. the stated Position Value accurately reflects the agreed consideration for the membership position.
ii. the revenue figure provided for purposes of Section [X].5 is complete and accurate.
iii. the transfer is being made in connection with a bona fide arm’s-length sale of the Member’s business or assets.
ProInsight reserves the right to request supporting documentation to verify any of the foregoing, including but not limited to executed purchase agreements, financial statements, or revenue records. Submission of materially false or misleading information in connection with a transfer request shall constitute grounds for immediate membership termination without refund.
g. Transferee Obligations: Upon completion of an approved transfer, the transferee shall be bound by all terms and conditions of this Agreement as if they were an original party. The transferee shall also be required to execute any documentation ProInsight reasonably requires to confirm acceptance of these obligations. The transferring Member shall remain jointly and severally liable for any outstanding fees, obligations, or representations made in connection with the transfer request.
h. No Transfer of Rights Beyond Membership: A transferred membership conveys only the rights and standing associated with the ProInsight membership position itself. It does not convey any ownership interest in ProInsight, any intellectual property of ProInsight, or any rights beyond those expressly held by the original Member under the terms of their membership agreement.
10. Price Change and Territory Transfer
We reserve the right to change the renewal price. We also reserve the right to approve or deny the transfer or sale of a territory.
11. Disclaimer of Warranties
ProInsight™ is provided “as is” and without warranties of any kind, whether express or implied. To the fullest extent permitted by applicable law, we disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
12. Limitation of Liability
IN NO EVENT SHALL COMPANY OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF ProInsight™.
13. Governing Law
These Terms shall be governed by and construed per the laws of the State of Nevadsa, without regard to its conflicts of law principles.
14. Changes to Terms
We reserve the right to modify or update these Terms at any time by posting the revised Terms on ProInsight™. Your continued use of ProInsight™ after any such changes constitutes your acceptance of the revised Terms.
15. Contact Us
If you have any questions or concerns about these Terms, please contact us at privacy@proinsight.com.
By accessing or using ProInsight™, you acknowledge that you have read, understood, and agree to be bound by these Terms.
