Terms & Conditions

Profit Systems hereby grants Client a non-exclusive, non-transferable right to access the Site and use the Services during the term, solely for use by Client's authorized users in accordance with these Terms and Conditions. Such use is limited to Client's internal business use. Profit Systems shall provide to Client the necessary passwords and network links or connections to allow Client to access the Site. For security purposes, the total number of authorized users will not exceed 10 except as expressly agreed to in writing by the Parties.

Profit Systems acknowledges that, as between Profit Systems and Client, Client owns all right, title, and interest, including all intellectual property rights, in and to Client's data uploaded to the Site. Client hereby grants to Profit Systems a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and use and display the Client data solely to the extent necessary for Profit Systems to provide the Services to Client. Notwithstanding the foregoing, all knowledge that Profit Systems's artificial intelligence model creates or adapts from learning about Client's business and the Services provided to Client shall be the property of Profit Systems.

Client acknowledges that, as between Client and Profit Systems, Profit Systems owns all right, title, and interest, including all intellectual property rights, in and to Profit Systems's intellectual property, which includes all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics on the Site (collectively, the "Content") and the trademarks, service marks and logos on the Site (the "Marks"), all of which are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws and international conventions.

Client shall not use the Services or Site for any purposes beyond the scope of the access granted in these Terms and Conditions. Client shall not at any time, directly or indirectly, and shall not permit its authorized users to: (i) copy, modify, or create derivative works of the Services or Site, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Site; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; or (iv) remove any proprietary notices from the Services or Site.

By using the Site, Client represents and warrants that:

1. All registration information Client submits will be true, accurate, current and complete;
2. Client will maintain the accuracy of such information and promptly update such registration information as necessary;
3. Client will comply with these Terms and Conditions;
4. Client will not access the Site through automated or non-human means, whether through a bot, script or otherwise;
5. Client will not use the Site for any illegal or unauthorized purpose;
6. Client's use of the Site will not violate any applicable law or regulation; and
7. Client has obtained from its prospective customers the consent required by the TCPA or other applicable law to allow Profit Systems to contact those prospective customers on Client's behalf.

If Client provides any information that is untrue, inaccurate, not current or incomplete, Profit Systems has the right to suspend or terminate Client's account and prohibit Client from any and all current or future use of the Site.

Client must register with the Site in order to use it. Client is responsible to maintain the security of its password for access to the Site and will be responsible for all use of Client's account and password. Profit Systems reserves the right to remove, reclaim or change a username Client selects if Profit Systems determines, in its sole discretion, that such username is inappropriate, obscene or otherwise objectionable.

From time to time during the Term, either Client or Profit Systems (as the "Disclosing Party") may disclose or make available to the other (as the "Receiving Party") information about its business affairs and services, confidential information and materials comprising or relating to intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and, whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information").

Confidential Information does not include information that at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by the Receiving Party or any of its representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source; (c) was known by or in the possession of the Receiving Party or its representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to applicable law.

The Receiving Party shall, for three years from receipt of such Confidential Information: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person, except to representatives who need to know the Confidential Information.

In the event Services are terminated by either Party, Client shall pay for all appointments scheduled through the Services through the effective date of termination.

Client may not access or use the Site for any purpose other than that for which Profit Systems makes the Site available. As a user of the Site, Client agrees not to:

• Use any information obtained from the Site in order to harass, abuse or harm another person.
• Use the Site in a manner inconsistent with any applicable laws or regulations.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses or other material that interferes with use and enjoyment of the Site or modifies, impairs, disrupts, alters or interferes with the use, features, functions, operation or maintenance of the Site.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots or similar data gathering and extraction tools.
• Attempt to impersonate another user or person or use the username of another user.
• Interfere with, disrupt or create an undue burden on the Site or the networks or services connected to the Site.
• Harass, annoy, intimidate or threaten any of our employees or agents engaged in providing any portion of the Site to Client.
• Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site or any portion of the Site.
• Copy or adapt the Site's software, including Flash, PHP, HTML, JavaScript or other code.
• Except as permitted by applicable law, decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Site.
• Use, launch, develop or distribute any automated system, including any spider, robot, cheat utility, scraper or offline reader that accesses the Site, or use any unauthorized script or other software.
• Use the Site as part of any effort to compete with Profit Systems.

Profit Systems warrants that the Services (i) will be provided in compliance with all applicable laws; and (ii) do not contain any virus or other malicious code. EXCEPT FOR THE FOREGOING WARRANTIES, THE SERVICES ARE PROVIDED "AS IS" AND PROFIT SYSTEMS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. PROFIT SYSTEMS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.

Client acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information regarding the Site ("Submissions") provided by Client to Profit Systems are non-confidential and shall become Profit Systems's sole property. Profit Systems shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to Client.

Profit Systems cares about data privacy and security. Please review Profit Systems's Privacy Policy at https://www.profitsystemsco.com/privacy-policy. By using the Site, Client agrees to be bound by Profit Systems's Privacy Policy, which is incorporated into these Terms and Conditions. Please be advised the Site is hosted in the United States. If Client accesses the Site from any other region of the world with laws or other requirements governing personal data collection, use or disclosure that differ from applicable laws in the United States, then through Client's continued use of the Site, Client is transferring Client's data to the United States, and Client agrees to have Client's data transferred to and processed in the United States.

By providing a mobile phone number to Profit Systems and opting in to receive text messages, Client expressly consents to receive SMS and text messages from PROFIT SYSTEMS CO LLC, including messages sent through an automatic telephone dialing system. Message types may include appointment confirmations, appointment reminders, follow-ups regarding inquiries Client has submitted, customer service responses, and marketing communications related to our lead generation services. Consent to receive text messages is not a condition of any purchase or use of the Services.

Message frequency may vary depending on Client's interactions with Profit Systems. Message and data rates may apply based on Client's mobile carrier plan. Profit Systems is not responsible for any charges Client incurs from its mobile carrier as a result of receiving text messages.

Client may opt out of receiving text messages from Profit Systems at any time by replying STOP, STOPALL, UNSUBSCRIBE, CANCEL, END, or QUIT to any message received. After replying STOP, Client will receive a single confirmation message and will not receive further marketing or transactional text messages from Profit Systems unless Client opts in again. For assistance, Client may reply HELP or INFO to any message, or contact Profit Systems at support@profitsystemsco.com.

Profit Systems supports messaging through major U.S. wireless carriers, including but not limited to AT&T, Verizon Wireless, T-Mobile, Sprint, U.S. Cellular, Boost, MetroPCS, and Cricket. Carriers are not liable for delayed or undelivered messages. Profit Systems does not guarantee that messages will be delivered, and is not responsible for any delays, failures, or errors in message delivery caused by the recipient's carrier, device, or network conditions.

No mobile information will be shared with third parties or affiliates for marketing or promotional purposes. Mobile phone numbers and SMS opt-in data collected by Profit Systems are used solely by PROFIT SYSTEMS CO LLC and its sub-processors (such as our SMS messaging platform and CRM provider) for the purpose of operating the messaging program described above. Profit Systems does not sell, rent, or share mobile phone numbers or SMS consent data with third parties for their own marketing purposes. Information sharing related to text messaging is governed by Profit Systems's Privacy Policy.

Client represents and warrants that Client is the subscriber of the mobile phone number provided, or is authorized by the subscriber to opt in to receive text messages at that number. Client agrees to notify Profit Systems immediately if Client's mobile phone number is reassigned, deactivated, or transferred. Profit Systems reserves the right to modify or discontinue the SMS program, in whole or in part, at any time without notice.

WITHOUT LIMITING THE TERMINATION RIGHTS OF THE PARTIES UNDER THE AGREEMENT OR ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, PROFIT SYSTEMS RESERVES THE RIGHT TO, IN ITS SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION.

If Profit Systems terminates or suspends Client's account for any reason, Client is prohibited from registering and creating a new account under Client's name, a fake or borrowed name, or the name of any third party. Profit Systems reserves the right to take appropriate legal action, including pursuing civil, criminal and injunctive redress.

Profit Systems reserves the right to change, modify or remove the contents of the Site at any time or for any reason in its sole discretion without notice. Profit Systems has no obligation to update any information on the Site. Profit Systems also reserves the right to modify or discontinue all or part of the Site without notice at any time. Profit Systems will not be liable to Client or any third party for any modification, price change, suspension or discontinuance of the Site.

These Terms and Conditions and Client's use of the Site are governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be entirely performed within the State of Florida, without regard to its conflict of law principles. The Parties expressly disclaim the application of the United Nations Convention on the Sale of Goods.

Informal Negotiations.To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions (each a "Dispute") brought by either Client or Profit Systems, the Parties agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration. Any Dispute arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The place of arbitration shall be West Palm Beach, Florida. In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) year after the cause of action arose.

Exceptions. The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to or arising from allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief.

There may be information on the Site that contains typographical errors, inaccuracies or omissions, including descriptions, pricing, availability and various other information. Profit Systems reserves the right to correct any errors, inaccuracies or omissions and to change or update the information on the Site at any time without prior notice.

IN NO EVENT WILL PROFIT SYSTEMS OR ITS DIRECTORS, EMPLOYEES AND AGENTS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM CLIENT'S USE OF THE SITE, EVEN IF PROFIT SYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PROFIT SYSTEMS'S LIABILITY TO CLIENT FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY CLIENT TO PROFIT SYSTEMS DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.

Profit Systems shall indemnify, defend and hold harmless Client from and against any and all losses, damages, liabilities, costs (including reasonable attorney fees) incurred by Client resulting from any third-party claim, suit, action or proceeding that Profit Systems's intellectual property, or any use of the Services in accordance with these Terms and Conditions, infringes or misappropriates such third party's intellectual property rights.

Client shall indemnify, defend and hold harmless Profit Systems from and against any and all losses, damages, liabilities, costs (including reasonable attorney fees) incurred by Profit Systems resulting from any third-party claim, suit, action or proceeding that is due to or arising out of: (1) Client's use of the Site; (2) Client's breach of these Terms and Conditions; or (3) Client's violation of the rights of a third party, including their rights to the privacy of their personal information.

Profit Systems will employ reasonable administrative, technical, and physical safeguards to ensure the confidentiality, integrity and availability of Client data, and to prevent unauthorized or inappropriate access, use, or disclosure of Client data. Profit Systems will use Client data solely for the purpose of delivering the Services to Client. Unless instructed by Client, Profit Systems will not share, sell, transfer or otherwise make Client data available to any third party except as required by law.

Profit Systems will maintain certain data that Client transmits to the Site for the purpose of managing the performance of the Site, as well as data relating to Client's use of the Site. Although Profit Systems performs regular routine backups of data, Client is solely responsible for all data that Client transmits or that relates to any activity Client has undertaken using the Site. Client agrees that Profit Systems shall have no liability to Client for any loss or corruption of any Client data, and Client hereby waives any right of action against Profit Systems arising from any such loss or corruption of such data. Client may download Client's data from the Site at any time.

Visiting the Site, sending Profit Systems emails, and completing online forms constitute electronic communications. Client consents to receive electronic communications, and Client agrees that all agreements, notices, disclosures and other communications Profit Systems provides to Client electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. CLIENT HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY PROFIT SYSTEMS OR VIA THE SITE.

Neither Party shall be held responsible for any delay or failure in performing the Agreement to the extent the delay or failure is caused by circumstances beyond its control (a "Force Majeure"), including fire, flood, explosion, war, strike, embargo, government order, act of God, disruption of internet communications or other similar causes. If any Force Majeure occurs, the Party delayed or unable to perform shall give prompt notice to the other Party and shall be excused from performance for the duration of the Force Majeure.

The Agreement, together with these Terms and Conditions and any policies or operating rules posted by Profit Systems on the Site or in respect to the Site constitutes the entire agreement and understanding between Client and Profit Systems. A Party's failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. These Terms and Conditions operate to the fullest extent permissible by law. If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between Client and Profit Systems as a result of these Terms and Conditions or use of the Site. Profit Systems may assign any or all of its rights and obligations to others at any time.

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact Profit Systems at: