ProsPal Terms of Use
Effective Date: July 1, 2026
Welcome to ProsPal. These Terms of Use govern your access to and use of the ProsPal website, platform, and related services, operated by ProsPal, Inc. (“ProsPal,” “we,” “us,” or “our”).
By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Platform.
Please read these Terms carefully. They include important provisions that limit our liability, disclaim certain warranties, and require binding individual arbitration to resolve disputes. Your use of the Platform also indicates your agreement to our Privacy Policy, which is incorporated by reference.
1. Definitions
- “Client” means a User who uses the Platform to request or search for services from Providers.
- “Content” means all text, images, data, software, code, trademarks, trade dress, and other material or information available on or through the Platform.
- “Lead” means the contact information, service request details, or other data submitted by a Client through the Platform and made available to one or more Providers in exchange for a per-lead fee.
- “Matching Engine” or “AI Matching Process” refers to the proprietary system used by ProsPal to analyze Client-submitted information and third-party data (such as service reviews or ratings) to suggest or match Providers to a Client’s service request. The Matching Engine is informational only and does not constitute professional advice, endorsement, or a guarantee of service quality or outcome.
- “Platform” refers to the ProsPal website, mobile interface, and any related services or technology provided by ProsPal that enable Users to connect with independent third-party service providers.
- “Platform Services” refers to the functionality provided by ProsPal through the Platform, including (a) general access to browse content and submit service requests (for Clients), and (b) access to purchase Leads (for Providers). Platform Services do not include the actual provision of any services by Providers to Clients.
- “Provider” means a User who uses the Platform to receive service Leads and offer services to Clients. Providers are independent third parties and are not employees, agents, or affiliates of ProsPal. Providers are subject to the additional obligations described in Section 5.
- “Terms” means these Terms of Use, including any updates or modifications made from time to time.
- “User” means any individual or entity who accesses or uses the Platform, including both Clients and Providers. Users may have different rights or obligations depending on their role as defined in these Terms.
2. Eligibility and User Obligations
2.1 Eligibility. To use the Platform, you must be at least 18 years old and have the legal capacity to enter into a binding agreement. Business entities may also use the Platform, provided that the individual acting on behalf of the entity is authorized to do so and the entity is duly organized and in good standing under applicable law. By using the Platform, you represent and warrant that you (or your entity, as applicable) meet these eligibility requirements.
2.2 Account Registration. Some features of the Platform may require you to register for an account. You agree to provide accurate, current, and complete information when registering and to update such information to keep it accurate and complete. You are responsible for keeping your account credentials confidential and for all activities that occur under your account. ProsPal may suspend or terminate your account if any information provided is found to be inaccurate, incomplete, or misleading.
2.3 Prohibited Conduct. You agree not to use the Platform for any unlawful, harmful, or abusive purpose. Without limitation, you may not:
- Impersonate any person or entity or misrepresent your affiliation with any other person or entity
- Create false profiles or submit fraudulent service requests or responses
- Harvest, scrape, or otherwise collect information about other Users without their consent
- Interfere with or disrupt the Platform’s operation or security, including attempting to gain unauthorized access to any system, data, or account, or attempting to test, scan, or probe the vulnerability of the Platform
- Attempt to breach, bypass, or circumvent any security or authentication measures of the Platform, including but not limited to hacking, phishing, or introducing malware
- Upload, post, or transmit any content that is defamatory, infringing, obscene, or otherwise objectionable
- Use the Platform for abusive purposes, including but not limited to stalking, harassing, bullying, threatening, or intimidating any User, or engaging in hate speech or discriminatory conduct
- Use the Platform to send spam, solicitations, or unsolicited marketing
- Circumvent or attempt to bypass any measures designed to limit access to the Platform or its features
2.4 Suspension and Termination. ProsPal reserves the right to suspend or terminate your access to the Platform at any time, without notice or liability, if we determine that you have violated these Terms, misused the Platform, provided inaccurate or misleading registration information, or engaged in conduct that may harm ProsPal, its Users, or the integrity of the Platform.
2.5 Client Consent to Contact. By submitting a service request or inquiry through the Platform, you expressly consent to being contacted by Providers who purchase your Lead information. This may include contact by telephone call, SMS text message, email, or other communication methods using the contact details you provide. You acknowledge and agree that such communications may be generated using automated dialing systems or prerecorded messages, where permitted by law.
If you do not wish to receive such communications, please do not submit service requests through the Platform. You understand that withdrawing consent may limit your ability to receive services through the Platform.
3. Platform Services and Role of ProsPal
3.1 Nature of Services; Technology Provider Only. ProsPal provides a digital platform that enables Clients to request services and Providers to receive service leads. ProsPal is solely a technology provider and is not a party to any agreement between Clients and Providers. Using our proprietary Matching Engine, the Platform connects Users based on location, availability, service category, and other factors. ProsPal does not perform any services and is not a party to any agreement between Clients and Providers.
3.2 No Endorsement, Guarantee, or Dispute Mediation. ProsPal does not endorse, recommend, warrant, or guarantee any Provider or service. All service arrangements are made exclusively between the Client and the Provider. ProsPal does not mediate, arbitrate, or otherwise resolve disputes between Clients and Providers. ProsPal makes no representations regarding the quality, safety, legality, or suitability of any services offered by Providers, and disclaims all responsibility for any interactions or transactions between Users.
3.3 AI Matching Disclaimer. The Matching Engine uses automated systems to analyze submitted information and suggest potential Provider matches. Matches are based on algorithmic processes and third-party data, including public reviews and ratings. Matches are provided for informational purposes only and do not constitute professional advice, recommendations, or endorsements. ProsPal does not verify the accuracy of third-party data and does not vet, warrant, or guarantee any Provider’s qualifications, licensing, insurance, or suitability. You are solely responsible for evaluating and selecting any Provider and for conducting any due diligence you deem necessary. ProsPal does not guarantee that any suggested match will meet a Client’s expectations or result in a successful service engagement.
3.4 No Agency or Employment Relationship; No Supervision or Control. Providers are independent third parties. No employment, agency, joint venture, or partnership relationship is created between ProsPal and any Provider. ProsPal does not supervise, direct, or control Providers in the performance or outcome of their services.
3.5 User Responsibility. You understand and agree that you are solely responsible for evaluating and selecting Providers, negotiating service terms, and handling any disputes that arise. ProsPal is not responsible for any part of the services provided by Providers or the behavior of any User.
4. Provider Leads and Payment Terms
4.1 Lead Access and Fees. Providers can access Leads through the Platform for a per-lead fee. A Lead includes service request details and Client contact information submitted via the Platform. By purchasing a Lead, the Provider has the right to contact the Client directly to offer services.
Access to the Platform itself is free for Providers, but access to specific Leads is subject to applicable fees. ProsPal does not guarantee that any Lead will result in a job, contract, or revenue for the Provider.
You acknowledge and agree that the same Lead may be offered to and purchased by multiple Providers without limitation.
Providers will not be charged a Lead fee if ProsPal determines that the Lead contains inaccurate, false, or materially outdated Client contact information, provided the Provider notifies ProsPal of the issue within five (5) business days of Lead purchase. ProsPal will review such claims in good faith and, if validated, will issue a credit or refund for the affected Lead.
4.2 Fee Structure and Changes. ProsPal may update its lead pricing, billing structure, or fee policies at any time. Any such changes will be posted on the Platform or communicated through your account dashboard. Continuing to use the Platform after a change takes effect means you accept the new terms.
4.3 No Refunds. Unless explicitly stated otherwise in writing by ProsPal, all fees for Leads are final and non-refundable, including if (a) the Client does not respond, (b) the Provider is not selected, or (c) the job is canceled or never moves forward. However, if a Provider is issued duplicate Leads for the same Client service request, ProsPal will, upon timely notification and verification, refund or credit the affected Providers for the duplicate Lead fee.
4.4 Payment Processing. Lead payments are handled through third-party payment providers. By submitting payment information, you give ProsPal and its payment processors permission to charge the applicable fees to your chosen payment method. You are responsible for any fees, taxes, or charges that result from your use of the Platform.
If you believe you have been incorrectly charged or have a payment or billing dispute related to Leads, you must notify ProsPal in writing within thirty (30) days of the charge. ProsPal will investigate the dispute in good faith and may request additional information from you. During the review, ProsPal may temporarily suspend collection efforts for the disputed amount. If the dispute is resolved in your favor, ProsPal will issue a refund or credit as appropriate. If not, you remain responsible for the disputed amount. The decision of ProsPal regarding billing disputes is final, except as otherwise required by law.
4.5 Account Standing. ProsPal reserves the right to suspend or revoke Provider access to the Platform or to Leads if fees are unpaid, chargebacks are initiated, or suspicious activity is detected.
If your access is suspended for non-payment, you will be notified of the outstanding balance and the steps required for reinstatement. Your access may be reinstated upon full payment of all overdue amounts and resolution of any related issues to ProsPal’s satisfaction. ProsPal reserves the right to impose a reinstatement fee or additional conditions for repeated or serious violations.
5. Additional Terms for Providers
This Section applies specifically to Providers and supplements all other Terms.
5.1 Business Use and Representations. By registering as a Provider, you represent and warrant that you are operating as a business entity or an individual authorized to provide services in your area. You are solely responsible for obtaining and maintaining all necessary licenses, permits, insurance, and authorizations needed to perform your services, and for complying with all applicable legal requirements.
ProsPal may audit Provider compliance with licensing, permit, insurance, and other legal requirements at any time, and Providers agree to cooperate fully with any such audit.
5.2 Compliance with Laws. You agree to comply with all applicable local, state, and federal laws, regulations, and industry standards, including but not limited to consumer protection laws, labor and employment laws, and any health or safety regulations relevant to your services. ProsPal may audit your compliance with such requirements at any time.
5.3 Lead Use and Client Information. You may only use Leads and Client information to respond to service requests submitted through the Platform. You are not allowed to sell, share, reuse, or repurpose Client data for any other purpose, and you must follow all applicable privacy laws when handling such information.** **
You are strictly prohibited from using Client information for marketing, advertising, or promotional purposes unrelated to the original service request.
5.4 No Guarantee of Engagement. Purchasing a Lead does not guarantee that you will be hired by the Client, earn revenue, or secure future work. ProsPal does not control Client decisions and is not responsible for any failure to secure a job or contract.
5.5 Conduct Toward Clients. You agree to interact with Clients in a professional, respectful, and non-discriminatory manner. Unprofessional or discriminatory conduct includes, but is not limited to using abusive, threatening, or harassing language; making derogatory or offensive remarks based on race, ethnicity, gender, sexual orientation, religion, disability, or any other protected characteristic; refusing service on a discriminatory basis; or engaging in any conduct that could reasonably be considered disrespectful, hostile, or inappropriate. ProsPal may suspend or terminate your access to the Platform if we receive credible complaints or determine that you have violated these standards.
5.6 Non-Circumvention. You agree not to intentionally circumvent the Platform’s Lead process by encouraging Clients to contact or work with you outside the Platform to avoid applicable Lead fees. This includes, but is not limited to, directly asking Clients to communicate, contract, or transact for services outside the Platform, giving Clients your personal contact information for the purpose of bypassing the Platform, or any other action aimed at avoiding payment of Lead fees or other charges owed to ProsPal.
You acknowledge and agree that ProsPal may investigate suspected circumvention and take any necessary action to protect the integrity of the Platform, including suspending or terminating your account and seeking legal remedies.
If ProsPal determines that you have violated this Section, you agree that ProsPal is entitled to recover actual damages, including any lost Lead fees resulting from the circumvention or, if actual damages are not reasonably calculable, a reasonable estimate of lost fees based on typical Lead pricing.
ProsPal also reserves the right to seek injunctive relief to prevent further circumvention and to cooperate with law enforcement as needed. Compliance with this non-circumvention obligation is a material condition for using the Platform, and ProsPal may monitor communications and transactions to detect and prevent circumvention.
6. Intellectual Property
6.1 Ownership. The Platform, including all Content such as text, graphics, logos, icons, images, audio clips, data collections, software, code, and other Content, is owned by ProsPal or its licensors and is protected by relevant intellectual property laws, such as copyright, trademark, and trade secret laws. Third-party Content (including trademarks, logos, or materials provided by third parties) remains the property of its respective owners and is used on the Platform with permission or as permitted by law. User-generated Content is owned by the User who created it, subject to the license granted to ProsPal in Section 6.5. All rights not explicitly granted in these Terms are reserved by ProsPal, its licensors, and third-party Content owners.
Unauthorized use, reproduction, distribution, or display of Platform Content, third-party Content, or user-generated Content may result in suspension or termination of your account, legal action, or liability for damages, statutory penalties, or injunctive relief.
If you believe that any Content on the Platform infringes your copyright or other intellectual property rights, please promptly notify ProsPal in writing with the following information:
- your name and contact information;
- a description of the work or rights you claim have been infringed;
- the specific location of the allegedly infringing material on the Platform;
- a statement of good faith belief that the use is not authorized by the rights owner, its agent, or the law; and
- a statement under penalty of perjury that the information you provide is accurate and that you are authorized to act on behalf of the rights owner.
You may submit this notice by email to legal@prospal.ai or through the contact form at https://prospal.ai/support-and-help
ProsPal will review and respond to all properly submitted notices in accordance with applicable law, and may remove or disable access to the material in question at its sole discretion.
6.2 Trademarks. “ProsPal” and all related names, logos, service marks, and slogans are trademarks of ProsPal. You may not use these marks without our prior written permission. Any unauthorized use of our trademarks may violate federal and state law.
6.3 Limited License. ProsPal grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Platform for its intended purposes in accordance with these Terms. This license is effective only while you comply with these Terms and will automatically terminate upon your breach or upon termination of your access to the Platform. ProsPal may revoke this license at any time, with or without notice, for any reason permitted by law. This license does not include any right to:
- Modify, reproduce, distribute, or publicly display any portion of the Platform except as expressly permitted by these Terms
- Reverse engineer or otherwise attempt to discover the source code or underlying systems
- Use the Platform or any Content for commercial purposes unrelated to the permitted uses
- Frame or mirror any part of the Platform without our prior written consent
- Remove, alter, or obscure any copyright, trademark, or proprietary notices on the Platform or its Content
- Access or use the Platform in any manner that violates applicable law or these Terms
- Use automated means (such as bots, scrapers, or spiders) to access or collect data from the Platform without express written permission
6.4 Examples of Permitted and Prohibited Uses. Permitted uses include: (a) browsing the Platform to find Providers or Clients; (b) submitting service requests or responses; (c) posting reviews or feedback in accordance with these Terms; and (d) using Platform features as intended for your role.
Prohibited uses include: (a) copying or redistributing Platform Content for commercial purposes without authorization; (b) using Platform Content to create a competing service; (c) misrepresenting the origin or ownership of any Content; and (d) using the Platform to infringe the intellectual property or privacy rights of others.
6.5 User Contributions. If you submit or post any reviews, comments, feedback, or other Content to the Platform, you grant ProsPal a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, display, perform, and distribute that Content for any lawful purpose. You represent and warrant that you have all rights necessary to grant this license and that your Content does not infringe or violate the rights of any third party.
7. Disclaimers and Limitation of Liability
7.1 No Warranties. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROS AI DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. PROS AI DOES NOT WARRANT THAT DATA OR CONTENT PROVIDED, STORED, OR TRANSMITTED VIA THE PLATFORM WILL BE SECURE, UNCORRUPTED, OR FREE FROM LOSS, DAMAGE, OR DESTRUCTION, AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR LOSS OR CORRUPTION OF DATA.
Your statutory rights as a consumer, if applicable, are not affected by the disclaimers or limitations set forth in these Terms.
WE DO NOT GUARANTEE THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PROS AI MAKES NO WARRANTY OR REPRESENTATION REGARDING (A) THE QUALITY, SAFETY, LEGALITY, OR SUITABILITY OF ANY PROVIDER OR SERVICE, OR (B) THE ACCURACY OR RELIABILITY OF ANY MATCHING ENGINE OUTPUT OR THIRD-PARTY DATA.
7.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PROS AI OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE PLATFORM OR ANY SERVICES PROVIDED BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO LOSS OR CORRUPTION OF DATA.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PROS AI’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE PLATFORM OR THESE TERMS EXCEEDONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU PAID TO PROS AI IN THE PAST TWELVE MONTHS, WHICHEVER IS GREATER.
All disclaimers and limitations of liability set forth in these Terms will survive any termination or expiration of your access to the Platform or these Terms.
7.3 Third-Party Content and Services. The Platform may contain links to third-party websites or services that are not owned or controlled by ProsPal. We are not responsible for the availability, content, policies, or practices of any third-party services or websites. Your use of such third-party services is at your own risk.
8. Indemnification
8.1 General User Indemnification. You agree to indemnify, defend, and hold harmless ProsPal, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (a) your use or misuse of the Platform; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) your interactions with other Users, including any disputes or claims arising from services arranged through the Platform.
8.2 Provider-Specific Indemnification Obligations. If you are a Provider, you further agree to indemnify, defend, and hold harmless ProsPal, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (a) the performance, non-performance, or quality of any services you provide to Clients; (b) any representations you make to Clients, ProsPal, or third parties about your qualifications, licensing, insurance, or ability to perform services; (c) any injuries to persons or damage to property arising from your services or your interactions with Clients; (d) your failure to comply with applicable laws, regulations, or industry standards, including licensing, permitting, or insurance requirements; or (e) any breach of your additional obligations under Section 5 (Additional Terms for Providers) of these Terms.
8.3 Defense and Cooperation. ProsPal reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate fully with ProsPal in asserting any available defenses. You may not settle any indemnified claim without ProsPal’s prior written consent.
9. Dispute Resolution and Governing Law
9.1 Governing Law. These Terms and any dispute arising out of or relating to the Platform will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. You agree that the exclusive venue for any permitted court action will be located in the state or federal courts in California, and you waive any objection to jurisdiction or venue in such courts.
9.2 Negotiation. Before starting any arbitration or legal action, you and ProsPal agree to first try to settle any dispute, claim, or controversy related to these Terms or your use of the Platform through good faith informal negotiations for at least thirty (30) days. Either party may initiate this informal dispute resolution process by sending written notice to the other party describing the nature and basis of the dispute and the relief being sought. If the dispute is not resolved through informal negotiation, then either party may proceed to arbitration as outlined below.
9.2 Binding Arbitration. Any dispute, claim, or controversy arising out of or related to these Terms, your use of the Platform, or your interactions with other Users will be settled through final and binding arbitration, conducted by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and, if applicable, the AAA Supplementary Procedures for Consumer-Related Disputes. Arbitration will occur in California, unless another location is agreed upon. The arbitrator may award attorneys’ fees and costs to the prevailing party if expressly permitted by the relevant arbitration rules or law, or if the arbitrator finds that a claim or defense was frivolous or made in bad faith.
The arbitrator shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, or enforceability of this arbitration provision, including the scope and arbitrability of any claim.
9.3 Class Action Waiver. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You expressly waive any right to bring or participate in a class action or to seek relief on a class-wide basis.
9.4 Opt-Out Procedure. If you do not wish to be bound by the arbitration and class action waiver provisions in this Section, you must notify ProsPal in writing within thirty (30) days of the date you first accept these Terms. Your written notice must include your full name, mailing address, and a clear statement that you wish to opt out of arbitration. Opt-out requests may be submitted by mail to the address below, electronically via the contact form at https://prospal.ai/support-and-help or by email to legal@prospal.ai.
**ProsPal – Legal Notice
** [REGISTERED AGENT ADDRESS — Delaware]
9.5 California Consumer Rights Notice. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint about the Platform, please contact ProsPal at legal@prospal.ai, electronically via the contact form at https://prospal.ai/support-and-help. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by telephone at (800) 952-5210 or in writing at: 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834.
10. Modifications, Termination, and General Terms
10.1 Changes to These Terms. ProsPal reserves the right to modify or update these Terms at any time, at our sole discretion. We will notify Users of material changes by posting an updated version on the Platform and, when required by law or if the changes are significant, by providing notice through your account dashboard or via email to the address linked to your account. Unless otherwise specified in the notice, changes will take effect upon posting. Your continued use of the Platform after any changes to the Terms indicates your acceptance of the revised Terms.
10.2 Termination of Access. We reserve the right to suspend or terminate your access to the Platform, in whole or in part, at any time and for any reason, with or without notice. Upon termination, all rights granted to you under these Terms will immediately cease.
10.3 Entire Agreement. These Terms, together with our Privacy Policy and any applicable supplemental agreements, constitute the entire agreement between you and ProsPal regarding your use of the Platform and supersede all prior agreements, understandings, or representations.
10.4 Waiver and Severability. If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be severed from the Terms and will not affect the validity or enforceability of any remaining provisions. Our failure to enforce any right or provision shall not be deemed a waiver of such right or provision.
10.5 Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. ProsPal may freely assign or transfer these Terms without restriction; however, ProsPal will provide Users with reasonable notice of any such assignment or transfer, either by posting a notice on the Platform or by other reasonable means.
10.6 Contact Information. If you have any questions about these Terms or the Platform, you may contact us at:
ProsPal – Support Team
Email: legal@prospal.ai
Contact Form: https://prospal.ai/support-and-help
- Privacy Policy and Acknowledgment
11.1 Privacy Policy. Your use of the Platform is also governed by our Privacy Policy, which explains how we collect, use, and protect your personal information. By using the Platform, you acknowledge that you have read and understood the Privacy Policy and consent to the data practices described therein. The Privacy Policy includes details about rights you may have under applicable data protection laws, including the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA).
11.2 Acknowledgment of Terms. By accessing or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms of Use. If you do not agree to these Terms, you may not access or use the Platform.