Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) govern your access to and use of the Pronestia platform, website, applications, and related services (collectively, the “Services”) provided by Pronestia LLC (“Pronestia,” “Company,” “we,” “our,” or “us”).

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Services.

If you are using the Services on behalf of an organization, company, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms.

2. Eligibility

You must be legally capable of entering into a binding agreement to use the Services.

The Services are intended for business and professional use and are not directed to children under 13 years of age.

By using the Services, you represent and warrant that:

• You have authority to enter into these Terms;
• You are authorized to act on behalf of your organization, if applicable; and
• Any information you provide is accurate and current.

3. Description of Services

Pronestia provides a cloud-based software-as-a-service (SaaS) platform designed for construction project management and related operational workflows, including but not limited to:

• Customer relationship management (CRM);
• Project management;
• AI-assisted design and workflow tools;
• Document management;
• Electronic and digital signature functionality;
• Collaboration and communication tools; and
• Related business services and integrations.

We may modify, improve, suspend, or discontinue portions of the Services at any time.

4. User Accounts

To access certain features, you may be required to create an account.

You are responsible for:

• Maintaining the confidentiality of account credentials;
• Restricting access to your account;
• All activities occurring under your account.

You agree to promptly notify Pronestia of any unauthorized access or suspected security breach involving your account.

We reserve the right to suspend or terminate accounts that violate these Terms or create security, legal, or operational risks.

5. Subscription Plans and Billing

Subscription Terms

Certain Services require a paid subscription. Subscription plans may be billed monthly or annually.

Pricing, features, usage limits, and plan availability are described on the website, within the Services, or in an applicable order form or subscription agreement.

Pronestia may modify pricing, features, or subscription plans from time to time. Unless otherwise stated in an applicable order form or subscription agreement:

• pricing changes will become effective at the start of the next renewal term following reasonable prior notice;
• feature modifications may become effective immediately where necessary for operational, security, legal, or technical reasons; and
• continued use of the Services after a renewal date constitutes acceptance of updated pricing.

If you do not agree to a pricing change, you must cancel your subscription before the next renewal term begins.

Any separately executed order form, master services agreement, or enterprise subscription agreement shall control over conflicting website pricing or subscription terms.

Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless canceled prior to renewal.

By subscribing, you authorize Pronestia and its payment processors to charge your selected payment method for recurring subscription fees and applicable taxes.

Payment Processing

Payments are processed through third-party payment processors, including Stripe.

Pronestia does not store full payment card information on its own servers.

Your use of third-party payment services is subject to their applicable terms and privacy policies.

Taxes

You are responsible for any applicable taxes, duties, levies, or governmental assessments associated with your subscription or use of the Services unless otherwise stated.

6. Refund Policy

Unless otherwise required by applicable law:

• Subscription fees are non-refundable once paid;
• No refunds are provided for partial billing periods or unused Services;
• Downgrades or cancellations do not entitle you to refunds for previously paid subscription periods.

You may cancel your subscription at any time, and cancellation will become effective at the end of the then-current billing cycle.

Pronestia reserves the right to provide refunds, credits, or adjustments at its sole discretion.

7. Acceptable Use

You agree not to use the Services to:

• Violate any law, regulation, or third-party right;
• Upload malicious code, malware, ransomware, or harmful content;
• Engage in fraud, phishing, or deceptive conduct;
• Upload unlawful, defamatory, infringing, or abusive material;
• Attempt unauthorized access to systems, accounts, or networks;
• Interfere with platform security or operation;
• Reverse engineer, copy, scrape, or exploit the Services;
• Use automated systems to overload or disrupt the Services;
• Circumvent security measures or access restrictions.

We reserve the right to investigate violations and suspend or terminate accounts involved in prohibited conduct.

8. User Content

Ownership

You retain ownership of content, files, documents, images, communications, and other materials uploaded or submitted through the Services (“User Content”).

License to Pronestia

You grant Pronestia a limited, worldwide, non-exclusive license to host, store, process, transmit, display, and use User Content solely as necessary to provide and improve the Services.

Responsibility for Content

You are solely responsible for:

• The legality and accuracy of User Content;
• Obtaining required permissions and consents;
• Ensuring User Content does not violate laws or third-party rights.

Pronestia does not monitor all User Content and is not responsible for customer-uploaded materials.

9. AI Features and AI-Generated Content

The Services may include artificial intelligence (“AI”) or machine learning features that generate recommendations, summaries, workflows, designs, or other outputs (“AI Output”).

You acknowledge and agree that:

• AI Output may contain inaccuracies, omissions, or errors;
• AI Output may not be unique;
• AI Output is provided for informational and productivity purposes only;
• Human review and verification are required before relying on AI Output.

Pronestia does not guarantee the accuracy, legality, reliability, or fitness of AI Output for any purpose, including construction planning, engineering, legal compliance, or business decisions.

You remain solely responsible for evaluating and validating all AI-generated content before use.

10. Electronic Signatures

The Services may permit electronic and digital signature workflows.

By using such functionality, you agree:

• Electronic signatures are intended to have the same legal effect as handwritten signatures where permitted by law;
• You are responsible for compliance with applicable electronic signature laws and regulations;
• Pronestia is not a law firm and does not provide legal advice regarding enforceability.

11. Privacy and Data Protection

Your use of the Services is subject to our Privacy Policy.

You agree to comply with applicable privacy and data protection laws when uploading or processing personal information through the Services.

Where Pronestia processes personal information on behalf of customers, Pronestia may act as a service provider or data processor.

12. Intellectual Property Rights

The Services, including all software, interfaces, branding, designs, workflows, text, graphics, logos, and underlying technology, are owned by Pronestia LLC or its licensors and are protected by intellectual property laws.

Except as expressly permitted under these Terms, you may not:

• Copy or reproduce the Services;
• Modify or create derivative works;
• Reverse engineer or decompile the Services;
• Remove proprietary notices;
• Use Pronestia trademarks without authorization.

No rights are granted except as expressly stated in these Terms.

13. Third-Party Services

The Services may integrate with third-party services, applications, or websites.

Pronestia is not responsible for third-party services, content, policies, or practices.

Your use of third-party services is governed by their own applicable terms and policies.

14. Service Availability

Pronestia does not guarantee uninterrupted or error-free operation of the Services.

We may:

• Perform maintenance;
• Update features;
• Modify functionality;
• Suspend or discontinue portions of the Services.

We are not liable for outages, interruptions, delays, or data loss.

15. Termination

We may suspend or terminate access to the Services immediately if:

• You violate these Terms;
• Your use creates legal, operational, or security risks;
• Fees remain unpaid;
• Required by law.

You may stop using the Services at any time.

Effect of Termination and Survival

Upon termination:

• Your right to access and use the Services immediately ceases;
• Certain User Content may be deleted in accordance with Pronestia’s retention policies and applicable law;
• Outstanding payment obligations remain due and payable.

The following Sections shall survive termination or expiration of these Terms to the extent applicable:

• Section 5 (Subscription Plans and Billing);
• Section 6 (Refund Policy);
• Section 7 (Acceptable Use);
• Section 8 (User Content);
• Section 9 (AI Features and AI-Generated Content);
• Section 10 (Electronic Signatures);
• Section 11 (Privacy and Data Protection);
• Section 12 (Intellectual Property Rights);
• Section 16 (Disclaimer of Warranties);
• Section 17 (Limitation of Liability);
• Section 18 (Indemnification);
• Section 19 (Governing Law);
• Section 20 (Dispute Resolution and Arbitration); and
• Any provisions which by their nature are intended to survive termination.

16. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRONESTIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• NON-INFRINGEMENT;
• ACCURACY;
• RELIABILITY;
• SECURITY;
• UNINTERRUPTED AVAILABILITY.

Pronestia does not warrant that the Services will be error-free, secure, or suitable for any specific construction, legal, financial, or operational use.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRONESTIA LLC SHALL NOT BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• LOSS OF PROFITS, BUSINESS, GOODWILL, OR DATA;
• PROJECT DELAYS;
• CONSTRUCTION-RELATED DAMAGES OR LIABILITY;
• LOSSES ARISING FROM AI OUTPUT OR USER CONTENT.

PRONESTIA’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO PRONESTIA DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18. Indemnification

You agree to indemnify, defend, and hold harmless Pronestia LLC and its officers, directors, employees, contractors, affiliates, licensors, and agents from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• Your use of the Services;
• Your User Content;
• Your violation of these Terms;
• Your violation of laws or third-party rights.

19. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to conflict of law principles.

20. Dispute Resolution and Arbitration

Informal Resolution

Before initiating arbitration or legal proceedings, the parties agree to first attempt to resolve any dispute informally.

A party initiating a dispute must provide written notice describing:

• The nature of the dispute;
• The requested relief; and
• Sufficient information to evaluate the claim.

The parties agree to engage in good-faith efforts to resolve the dispute for at least thirty (30) days before commencing arbitration or litigation.

Binding Arbitration

Except for claims eligible for small claims court or claims seeking injunctive relief relating to intellectual property, confidentiality obligations, or unauthorized access to the Services, any dispute arising out of or relating to these Terms or the Services shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules.

The arbitration shall:

• Be conducted in English;
• Be conducted by a single arbitrator;
• Take place in Wake County, North Carolina, unless otherwise agreed;
• Be conducted remotely by video conference unless the arbitrator determines an in-person hearing is necessary.

The arbitrator shall have exclusive authority to resolve disputes relating to the interpretation, applicability, or enforceability of this arbitration provision.

Small Claims Court

Either party may bring an individual claim in small claims court instead of arbitration if the claim qualifies and proceeds solely on an individual basis.

Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION.

The arbitrator may not consolidate claims or preside over class or representative proceedings.

Arbitration Fees and Costs

Each party shall bear its own attorneys’ fees, costs, and expenses unless otherwise required by applicable law or determined by the arbitrator.

AAA administrative fees and arbitrator compensation shall be allocated in accordance with applicable AAA rules.

Arbitration Opt-Out

You may opt out of this arbitration agreement by sending written notice to legal@pronestia.com within thirty (30) days of first accepting these Terms.

Opt-out notices must include:

• Your name;
• Account information; and
• A clear statement requesting arbitration opt-out.

Opting out of arbitration does not affect any other provision of these Terms.

Mass Arbitration Procedures

If twenty-five (25) or more substantially similar claims are asserted against Pronestia by the same or coordinated counsel or entities, the parties agree such claims may be administered in coordinated batches consistent with AAA procedures and applicable law.

Confidentiality

The arbitration proceeding, including filings, evidence, testimony, and awards, shall remain confidential except where disclosure is required by law or necessary to enforce an arbitration award.

Limitation Period

Any claim arising out of or relating to the Services or these Terms must be brought within one (1) year after the claim arose or such claim shall be permanently barred to the maximum extent permitted by law.

Survival and Severability

This Section shall survive termination of these Terms.

If any portion of this Section is determined unenforceable, the remaining portions shall remain in full force and effect, except that if the class action waiver is held unenforceable, this arbitration provision shall be unenforceable only to the extent required by applicable law.

21. Changes to These Terms

Pronestia may modify these Terms from time to time.

Updated Terms become effective upon posting to the website or Services.

Continued use of the Services after updated Terms are posted constitutes acceptance of the revised Terms.

22. Contact Information

Pronestia LLC

Website: https://pronestia.com

For legal notices, including arbitration opt-out notices under Section 20: legal@pronestia.com.

For general support inquiries, please use the contact form on our website.