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Terms of Use

Pro Forma Services, LLC

Last Updated: June 21, 2026

These Terms of Use ("Terms") constitute a legally binding agreement between you and Pro Forma Services, LLC, a Delaware limited liability company, and its subsidiaries, representatives, affiliates, officers and directors (collectively, "Pro Forma") governing your use of Pro Forma's website, residential leasing platform (the "Pro Forma Platform"), and any related content or services, including but not limited to mobile and/or web-based applications ("Applications" or the "Pro Forma App," and together with the Pro Forma Platform, the "Services"). Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in the Privacy Policy available at /legal/privacy-policy, which is incorporated herein by reference. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions ("Additional Terms"), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.

Please read these Terms carefully. They cover important information about Services provided to you. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. Acceptance and Changes to These Terms

We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change these Terms at any time, but if we do, we will place a notice on our site, send you an email, and/or notify you by some other means.

If you don't agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to these Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

2. Privacy

Pro Forma takes the privacy of its users very seriously. For the current Pro Forma Privacy Policy, please visit /legal/privacy-policy.

2.1 Children's Online Privacy Protection Act

The Children's Online Privacy Protection Act ("COPPA") requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 13 years of age; if you are a child under 13 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 13 years of age, we will delete that information as quickly as possible. If you believe that a child under 13 years of age may have provided us personal information, please contact us at legal@proformahq.com.

3. Who May Use the Services; Account Basics

You may be required to sign up for an account, select a password and user name ("User ID"), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your User ID a name that you do not have the right to use, or another person's name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

Additionally, you may be able to access certain parts or features of the Services by using your account credentials from other services (each, a "Third Party Account"), such as those offered by Google. By using the Services through a Third Party Account, you permit us to access certain information from such account for use by the Services. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third Party Account.

You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you've received your parent's or guardian's permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf). You must be at least 18 years of age (or the age of majority in your jurisdiction) to create an account or to enter into a lease or other binding transaction through the Services. Public portions of the Services, such as property listing pages, are intended for a general audience and are not directed to children under 13 years of age. If you're agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization's or entity's behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity).

You will only use the Services in a manner that complies with all laws that apply to you. You will comply with all laws that apply to you, your use of the Services, and your actions and omissions that relate to the Services. If your use of the Services is prohibited by applicable laws, then you aren't authorized to use the Services. We can't and won't be responsible for your using the Services in a way that breaks the law.

4. Messaging

As part of the Services, you may receive communications through the Services, including messages that Pro Forma sends you (for example, via email or SMS). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with your wireless number, you confirm that you want Pro Forma to send you information regarding your account or transactions with us, which may include Pro Forma using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from Pro Forma, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Pro Forma. You agree to indemnify and hold Pro Forma harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to your breach of the foregoing.

For more information about how we handle messaging, including SMS, please review our SMS Policy at /legal/sms-policy and our Privacy Policy at /legal/privacy-policy. Note that if you elect to receive text messages through the Services, data and message rates may apply. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.

5. Restrictions on Use of the Services

You represent, warrant, and agree that you will not provide or contribute anything, including any Content or User Submission (as those terms are defined below), to the Services, or otherwise use or interact with the Services, in a manner that:

  • infringes or violates the intellectual property rights or any other rights of anyone else (including Pro Forma);
  • violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Pro Forma;
  • is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
  • jeopardizes the security of your User ID, account or anyone else's (such as allowing someone else to log in to the Services as you);
  • attempts, in any manner, to obtain the password, account, or other security information from any other user;
  • violates the security of any computer network, or cracks any passwords or security encryption codes;
  • runs Maillist, Listserv, any form of auto-responder or "spam" on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure);
  • "crawls," "scrapes," or "spiders" any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
  • decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
  • discriminates against any person, or expresses any preference, limitation, or discrimination based on a class protected by fair housing or other anti-discrimination laws, in connection with housing.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services. Additionally, you shall not access or use any portion of the Services if you are a direct or indirect competitor of Pro Forma, nor shall you provide, disclose or transmit any portion of the Services to any direct or indirect competitor of Pro Forma (by way of example, a "direct or indirect competitor" of Pro Forma includes, but is not limited to, Internet listing services or other real estate information services and employees, independent contractors and agents of such services).

Fair Housing. Pro Forma supports equal housing opportunity. Pro Forma is a technology provider and does not own, manage, or lease properties or select tenants. Property owners, managers, and agents using the Services are responsible for compliance with fair housing and anti-discrimination laws in connection with their listings, content, and leasing decisions, including evaluating requests for reasonable accommodations and modifications. The commercial fair housing obligations are set out in the Client Services Agreement, the Marketing Services Terms, and the Leasing Services Terms.

6. Rights in the Services

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions (as defined below) and so forth (all of the foregoing, the "Content") are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won't use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else's (including Pro Forma's) rights.

Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that Pro Forma owns the Services. You won't modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.

7. User Submissions and Licenses

Anything you post, upload, share, store, or otherwise provide through the Services is your "User Submission" — for example, property listing information including photos, videos and description. Some User Submissions may be viewable by other users. You are solely responsible for all User Submissions you contribute to the Services. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations.

You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Submissions that: (i) infringe any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) that violate any law.

7.1 Licenses You Grant

In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions (see below for more information). Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.

By submitting User Submissions through the Services, you hereby do and shall grant Pro Forma a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with this site, the Services and our (and our successors' and assigns') businesses, including without limitation for promoting and redistributing part or all of this site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Services. You also hereby do and shall grant each user of this site and/or the Services a non-exclusive, perpetual license to access your User Submissions through this site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, including after your termination of your account or the Services. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

Certain features of the Services allow you to share information with others, including through your social networks or other Third Party Accounts. When Content is authorized for sharing, we will clearly identify the Content you are authorized to redistribute and the ways you may redistribute it, usually by providing a "share" button on or near the Content. If you share information from the Services with others through your Third Party Accounts, such as your social networks, you authorize Pro Forma to share that information with the applicable Third Party Account provider. Please review the policies of any Third Party Account providers you share information with or through for additional information about how they may use your information. If you redistribute Content, you must be able to edit or delete any Content you redistribute, and you must edit or delete it promptly upon our request.

Finally, you understand and agree that Pro Forma, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

8. Copyright and DMCA Policy

In accordance with the DMCA, we've adopted the following policy toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.

8.1 Procedure for Reporting Copyright Infringements

If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to Pro Forma's Designated Agent to Receive Notification of Claimed Infringement (our "Designated Agent," whose contact details are listed below):

  • A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
  • Identification of works or materials being infringed;
  • Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Pro Forma is capable of finding and verifying its existence;
  • Contact information about the notifier including address, telephone number and, if available, email address;
  • A statement that the notifier has a good faith belief that the material identified above is not authorized by the copyright owner, its agent, or the law; and
  • A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

8.2 Once Proper Bona Fide Infringement Notification is Received by the Designated Agent

Upon receipt of a proper notice of copyright infringement, we reserve the right to:

  • remove or disable access to the infringing material;
  • notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and
  • terminate such content provider's access to the Services if he or she is a repeat offender.

8.3 Procedure to Supply a Counter-Notice to the Designated Agent

If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent:

  • A physical or electronic signature of the content provider;
  • Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
  • A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
  • Content provider's name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's address is located, or, if the content provider's address is located outside the United States, for any judicial district in which Pro Forma is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Pro Forma may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that Pro Forma may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Pro Forma's discretion.

Please contact Pro Forma's Designated Agent at the following address:

Pro Forma Services, LLC
Attn: DMCA Designated Agent
1301 N Broadway, Ste 32095
Los Angeles, CA 90012

9. Third-Party Content, Links, and Release

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren't liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can't guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by Pro Forma. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Pro Forma is not responsible for such risks.

Pro Forma has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Pro Forma will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Pro Forma shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site or Services, or between users and any third party, you agree that Pro Forma is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Pro Forma, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

10. Changes to the Services

We're always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We'll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn't always practical. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

11. Termination

You're free to stop using the Services at any time by contacting us at support@proformahq.com; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

Pro Forma is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. Pro Forma has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

If you have deleted your account by mistake, contact us immediately at support@proformahq.com — we will try to help, but unfortunately, we can't promise that we can recover or restore anything.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

12. Mobile Applications

You acknowledge and agree that the availability of our mobile application is dependent on the third party stores from which you download the application, e.g., the App Store from Apple or the Android app market from Google (each an "App Store"). Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications from such store, including the specific terms relating to the Apple App Store set forth below. You agree to comply with, and your license to use our application is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms, the more restrictive or conflicting terms and conditions in these Terms apply.

12.1 Apple App Store Additional Terms

These Terms apply to your use of all the Services, including our iOS applications (the "Application") available via the Apple, Inc. ("Apple") App Store, but the following additional terms also apply to the Application.

(a) Acknowledgement. These Terms are concluded between you and Pro Forma only, and not with Apple, and Apple is not responsible for the Application or its content. Pro Forma, not Apple, is solely responsible for the Application. These Terms may not provide for usage rules for the Application that are less restrictive than, or in conflict with, the applicable App Store terms of service.

(b) Scope of License. The license granted to you for the Application is limited to a non-transferable license to use the Application on any Apple-branded products that you own or control, and as permitted by the Usage Rules set forth in the applicable App Store terms of service, except that the Application may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing. Except as permitted by the Usage Rules, you may not distribute or make the Application available over a network where it could be used by multiple devices at the same time.

(c) Maintenance and Support. Pro Forma is solely responsible for providing any maintenance and support services with respect to the Application, as specified in these Terms or as required under applicable law. You and Pro Forma acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.

(d) Warranty. Pro Forma is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the Application to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be Pro Forma's sole responsibility.

(e) Product Claims. Pro Forma, not Apple, is responsible for addressing any claims by you or any third party relating to the Application or your possession and/or use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.

(f) Intellectual Property Rights. You and Pro Forma acknowledge that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party's intellectual property rights, Pro Forma, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

(g) Legal Compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

(h) Developer Name and Address. Any questions, complaints, or claims with respect to the Application should be directed to: Pro Forma Services, LLC, 1301 N Broadway, Ste 32095, Los Angeles, CA 90012, support@proformahq.com.

(i) Third-Party Terms of Agreement. You must comply with applicable third-party terms of agreement when using the Application.

(j) Third-Party Beneficiary. You and Pro Forma acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms as they relate to your license of the Application, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

13. Disclaimers, Limitation of Liability, and Indemnity

13.1 Warranty Disclaimer

Pro Forma and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Pro Forma and all such parties together, the "Pro Forma Parties") make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the Pro Forma Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The Pro Forma Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. THE SERVICES AND CONTENT ARE PROVIDED BY PRO FORMA (AND ITS LICENSORS AND SUPPLIERS) ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

13.2 Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE PRO FORMA PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO PRO FORMA IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

13.3 Indemnity

You agree to indemnify and hold the Pro Forma Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action ("Claim"), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

14. Disputes; Governing Law; Arbitration; Class-Action Waiver

14.1 Assignment

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Pro Forma's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

14.2 Choice of Law

These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of California, without regard to the conflicts of laws provisions thereof.

14.3 Arbitration Agreement

PLEASE READ THIS SECTION 14.3 CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL. It requires you to arbitrate certain disputes and claims with Pro Forma and limits the manner in which you can seek relief from Pro Forma. Both you and Pro Forma acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Pro Forma's officers, directors, employees and independent contractors ("Personnel") are third-party beneficiaries of these Terms and of the arbitration agreement in this Section 14.3, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

14.3.1 Informal Resolution First

You and Pro Forma agree to try to resolve any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Services (each, a "Dispute") informally before commencing arbitration or litigation. The party raising a Dispute must first send the other party a written notice that describes the Dispute and the relief sought and includes the notifying party's name and contact information. Notices to Pro Forma must be sent by email to legal@proformahq.com or by mail to Pro Forma Services, LLC, Attn: Legal, 1301 N Broadway, Ste 32095, Los Angeles, CA 90012. For sixty (60) days after the notice is received, you and Pro Forma will negotiate in good faith to resolve the Dispute, including by telephone or video conference if either party requests one. Applicable statutes of limitations are tolled during this sixty (60) day period. Completing this informal resolution process is a condition to commencing arbitration or litigation.

14.3.2 Agreement to Arbitrate

You and Pro Forma agree that any Dispute that is not resolved under Section 14.3.1 will be resolved by binding arbitration, rather than in court, except as provided in Sections 14.3.3 and 14.3.9.

14.3.3 Exceptions from Arbitration

The following Disputes are not subject to arbitration:

  • Claims that qualify for small claims court in your jurisdiction (either party may bring such claims in small claims court instead of arbitration);
  • Claims under state representative action statutes (such as the California Private Attorneys General Act) that cannot be subject to pre-dispute arbitration under applicable law;
  • Claims for injunctive or equitable relief to protect intellectual property or confidential information (either party may seek such relief in court); and
  • Any other claims that cannot, as a matter of law, be required to be arbitrated.

14.3.4 Class Action Waiver

YOU AND PRO FORMA AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR SHALL NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND SHALL NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. This waiver does not apply to the claims described in Section 14.3.3.

14.3.5 Arbitration Procedures

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules in effect when the arbitration is commenced. The arbitration will be conducted in English. The arbitration may be conducted by telephone, online, based on written submissions, or in person in the county where you reside or at another mutually agreed location. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator — and not any court — has exclusive authority to resolve disputes about the interpretation, applicability, or enforceability of this arbitration agreement, except that a court will decide the enforceability of the class action waiver in Section 14.3.4 and any dispute about Section 14.3.7 (Coordinated Filings).

14.3.6 Arbitration Costs

Filing, administration, and arbitrator fees will be allocated as provided in the AAA's Consumer Arbitration Rules and its consumer fee schedule in effect when the arbitration is commenced. Pro Forma will pay all AAA fees and arbitrator compensation that those rules require Pro Forma to pay. Each party will bear its own attorneys' fees and costs, except that the arbitrator may award fees and costs to either party where the AAA rules or applicable law permit it, including upon a finding that a claim or defense was frivolous or asserted for an improper purpose.

14.3.7 Coordinated Filings

If twenty-five (25) or more arbitration demands raising similar claims against Pro Forma are filed by or with the assistance of the same law firm or coordinated counsel or organizations, the parties agree that the demands will be administered under the AAA's rules and procedures for multiple case filings, and that the informal resolution process in Section 14.3.1 applies individually to each demand. If this Section 14.3.7 is found to be unenforceable as to a particular Dispute, it shall be severed as to that Dispute only.

14.3.8 Opt-Out Right

You may opt out of the arbitration agreement in Section 14.3.2 and the class action waiver in Section 14.3.4 by sending notice within thirty (30) days after you first use the Services. You may send your opt-out notice by either of the following methods:

  • Email: legal@proformahq.com with the subject line "Arbitration Opt-Out"; or
  • Mail: Pro Forma Services, LLC, Attn: Legal, 1301 N Broadway, Ste 32095, Los Angeles, CA 90012.

Your notice must include your name, address, email address, and a clear statement that you wish to opt out of the arbitration agreement. If you opt out, you and Pro Forma may litigate Disputes in court, but all other provisions of these Terms will remain in effect.

14.3.9 Severability

If the class action waiver in Section 14.3.4 is found to be unenforceable in any respect, that portion shall be severed only to the extent unenforceable, and the remainder of this Section 14.3 shall remain in effect. If the entire arbitration agreement is found to be unenforceable, the Dispute shall proceed in court, and any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in Los Angeles, California, or the federal district in which that county falls.

14.4 Miscellaneous

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Pro Forma may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Pro Forma agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Pro Forma, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Pro Forma, and you do not have any authority of any kind to bind Pro Forma in any respect whatsoever.

Except as expressly set forth in the sections above regarding the Apple Application and the arbitration agreement, you and Pro Forma agree there are no third-party beneficiaries intended under these Terms.