Terms of Service

Welcome to Prolicensor. These Terms of Service ("Terms") govern your access to and use of Prolicensor's software licensing management platform, professional services, and related offerings (collectively, the "Services"). By creating an account, accessing our platform, or using our services, you agree to be bound by these Terms. If you are using our Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, you may not use our Services. We may update these Terms from time to time. Continued use of our Services after changes become effective constitutes acceptance of the updated Terms.

You must meet the following requirements to use our Services: • Be at least 18 years of age • Have the legal authority to enter into binding contracts • Not be prohibited from using our Services under applicable laws • Provide accurate and complete registration information Our Services are designed for business and professional use by healthcare practices, dental offices, and related organizations.

Prolicensor provides the following services: **Digital Asset Storage Platform**: Cloud-based platform for storing, managing, and tracking software licenses, credentials, and digital assets. **Software Licensing Management**: Tools to organize licenses, track expirations, manage renewals, and maintain compliance. **Installation and Configuration Services**: Professional services for installing and configuring healthcare and dental software, including practice management systems, imaging software, and security solutions. **Authorized Resale of Security Software**: Genuine licenses for antivirus, endpoint protection, and firewall solutions from authorized vendors. **System Integration Services**: Specialized integration services for healthcare IT ecosystems, ensuring seamless operation between practice management, imaging, and other clinical systems. Services are provided on a subscription basis (for the platform) and per-engagement basis (for professional services), as detailed in our pricing.

To use our Services, you must create an account and provide accurate information: • **Accurate Information**: You must provide current, complete, and accurate registration information • **Account Security**: You are responsible for maintaining the confidentiality of your account credentials • **Authorized Use**: You are responsible for all activities that occur under your account • **One Account Per Organization**: Unless authorized otherwise, each organization should maintain one account • **Unauthorized Access**: Notify us immediately if you suspect unauthorized access to your account We reserve the right to suspend or terminate accounts that violate these Terms or engage in fraudulent activity.

• **Payment Processing**: All payments are processed securely through Stripe • **Accepted Methods**: We accept Visa, Mastercard, American Express, and Discover • **Failed Payments**: If a payment fails, we will attempt to charge your payment method again. Continued failure may result in service suspension. • **Invoicing**: Enterprise customers may be eligible for invoicing with net-30 terms • **Taxes and Fees**: You are responsible for all applicable taxes, duties, and fees

Our refund policy varies by service type. For complete details, please see our Refund Policy. **Summary**: • **Digital Asset Storage**: 14-day money-back guarantee for new subscriptions • **Professional Services**: Satisfaction guarantee—we'll make it right or refund • **Security Software**: Subject to vendor refund policies (typically 30 days) Refunds are processed to the original payment method within 5-10 business days of approval.

You may cancel your subscription at any time: • **How to Cancel**: Log into your account dashboard and follow the cancellation process • **Cancellation Deadline**: Cancel at least 7 days before your renewal date to avoid charges • **Effect of Cancellation**: Access continues until the end of your current billing period • **No Partial Refunds**: No refunds for unused time after the 14-day guarantee period • **Data Retention**: Data is retained for 30 days after cancellation, then permanently deleted

You agree NOT to use our Services to: • Violate any applicable laws, regulations, or third-party rights • Upload, store, or transmit malicious software, viruses, or harmful code • Attempt to breach, circumvent, or test the security of our systems • Resell, redistribute, or sublicense our Services without authorization • Use automated systems (bots, scrapers) to access or abuse our Services • Interfere with or disrupt the operation of our Services • Impersonate any person or entity, or misrepresent your affiliation • Use our Services for purposes other than legitimate business operations • Store or transmit illegal, infringing, defamatory, or obscene content • Engage in any activity that could harm Prolicensor's reputation or operations Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account.

• **Ownership**: You retain all ownership rights to the data, licenses, and content you upload to our platform ("User Content") • **License to Us**: You grant Prolicensor a limited, non-exclusive license to store, process, and display your User Content solely for the purpose of providing our Services • **Your Responsibility**: You are responsible for ensuring that your User Content does not violate any laws or third-party rights • **Backup Recommendations**: While we implement robust backup systems, we recommend maintaining your own backups of critical data • **Data Export**: You may export your data at any time from your account dashboard

• **Our Ownership**: Prolicensor owns all rights, title, and interest in our platform, technology, branding, and related intellectual property • **Third-Party Software**: Security software and other third-party products are owned by their respective vendors • **License to Use**: We grant you a limited, non-exclusive, non-transferable license to use our Services in accordance with these Terms • **Restrictions**: You may not copy, modify, reverse engineer, decompile, or create derivative works of our platform • **Feedback**: If you provide suggestions, feedback, or ideas about our Services, we may use them without obligation or compensation to you

• **Vendor EULAs**: Security software and other third-party products are governed by the vendor's End User License Agreements (EULAs) • **Integration Partners**: Our platform may integrate with third-party practice management systems, imaging software, and other services • **No Responsibility**: We are not responsible for the performance, availability, or terms of third-party services • **Stripe**: Payment processing is handled by Stripe, subject to Stripe's Terms of Service

• **Uptime Goals**: We strive for high availability but do not guarantee uninterrupted service (except for Enterprise customers with custom SLAs) • **Scheduled Maintenance**: We may perform scheduled maintenance with advance notice when possible • **Support Availability**: Customer support is available Monday through Friday, 9am–6pm EST • **Support Channels**: Email support for all plans; phone support for Business and Enterprise plans • **Response Times**: We aim to respond to support requests within 24 hours (faster for priority support customers)

TO THE MAXIMUM EXTENT PERMITTED BY LAW: • **"AS IS" BASIS**: Our Services are provided "as is" and "as available" without warranties of any kind, either express or implied • **NO WARRANTY OF UNINTERRUPTED SERVICE**: We do not warrant that our Services will be uninterrupted, error-free, or completely secure • **NO WARRANTY OF RESULTS**: We do not guarantee that our Services will meet all your requirements or achieve specific results • **PROFESSIONAL SERVICES**: Professional services are performed with reasonable skill and care, but we do not guarantee specific outcomes • **THIRD-PARTY SOFTWARE**: Warranties for third-party software come from the respective vendors, not from Prolicensor Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: • **LIABILITY CAP**: Prolicensor's total liability for any claims arising from or related to these Terms or our Services shall not exceed the amount you paid to us in the 12 months preceding the claim • **EXCLUDED DAMAGES**: We shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, lost data, or business interruption • **ESSENTIAL PURPOSE**: If the limited remedy provided in these Terms fails of its essential purpose, our liability shall still be limited to the maximum extent permitted by law • **JURISDICTIONAL LIMITATIONS**: Some jurisdictions do not allow limitations on liability, so some of the above limitations may not apply to you

You agree to indemnify, defend, and hold harmless Prolicensor, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from or related to: • Your violation of these Terms • Your User Content or data • Your use of our Services in violation of applicable laws • Third-party claims arising from your use of our Services • Your negligence or willful misconduct We reserve the right to assume the exclusive defense and control of any matter subject to indemnification, at your expense.

• **Governing Law**: These Terms are governed by the laws of the State of Florida, without regard to conflict of law principles • **Informal Resolution**: Before filing any legal action, you agree to first contact us to attempt to resolve the dispute informally • **Jurisdiction**: Any legal action must be brought in the state or federal courts located in FL • **Arbitration**: [Optional - include if you want binding arbitration] Disputes may be resolved through binding arbitration in accordance with the American Arbitration Association's rules • **Class Action Waiver**: [Optional] You agree to resolve disputes on an individual basis and waive the right to participate in class actions • **Small Claims Exception**: You may bring claims in small claims court if they qualify

• **Termination by You**: You may terminate your account at any time by cancelling your subscription • **Termination by Us**: We may suspend or terminate your account if you violate these Terms, engage in fraudulent activity, or for other legitimate business reasons • **Effect of Termination**: Upon termination, your right to use our Services immediately ceases, and we may delete your data after the retention period • **Survival**: Provisions regarding payment obligations, intellectual property, disclaimers, limitation of liability, and dispute resolution survive termination

• **Entire Agreement**: These Terms, together with our Privacy Policy and other referenced policies, constitute the entire agreement between you and Prolicensor • **Severability**: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full effect • **Waiver**: Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision • **Assignment**: You may not assign or transfer these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets. • **Force Majeure**: We are not liable for delays or failures in performance due to causes beyond our reasonable control (natural disasters, pandemics, government actions, etc.) • **Notices**: Legal notices should be sent to legal@prolicensor.com

For questions about these Terms of Service, please contact us: **Email**: legal@prolicensor.com **Mail**: Prolicensor, 500 Florida Ave S Suite 415, Lakeland, FL 33801