These Terms of Service ("Terms") govern access to and use of the PROApp software platform and related services (the "Service"). By using the Service or paying an invoice / completing checkout for the Service, you agree to these Terms.
Provider: Martins Neto LLC ("Provider", "we", "us")
Contact: billing@proapphub.com
Customer: the business entity accepting these Terms ("Customer", "you")
0. Definitions
0.1 "Order" means the order form, invoice, quote, payment link page, or checkout page (including Square/Stripe) that references these Terms.
0.2 "Subscribed Modules" means the modules/features of the Service that are included in Customer's Order.
1. The Service
1.1 Subscription access. Provider will provide Customer access to the Service on a subscription basis during the Term, limited to the Subscribed Modules.
1.2 Improvements and changes. We continuously improve the Service. We will not materially reduce the core functionality of your Subscribed Modules during a paid billing period. If we make a material change to your Subscribed Modules, we will provide reasonable notice where practical.
1.3 Modules; add-ons. Customer's access includes updates, patches, and improvements to the Subscribed Modules. New modules and optional functionality that are not listed in the Order may be offered as paid add-ons and are not included unless added to a new or updated Order.
2. Fees, Billing, and Taxes
2.1 Fees. Fees, billing cadence, and start date are as shown on the Order.
2.2 Authorization. You authorize Provider (and its payment processor) to charge the payment method you provide in accordance with the Order.
2.3 Taxes. Fees are exclusive of applicable taxes. You are responsible for applicable sales/use/VAT-style taxes, excluding taxes on Provider's net income.
2.4 Non-payment. If payment is overdue or fails, we may suspend access after reasonable notice.
2.5 No refunds. Payments are non-refundable except where required by law or expressly stated in an Order.
3. Term and Cancellation
3.1 Term. These Terms start when you first use the Service or accept/pay an Order and continue until canceled or terminated.
3.2 Cancellation. You may cancel at any time by emailing billing@proapphub.com (or by using any self-serve cancellation tools made available by the payment processor, if applicable). Unless stated otherwise in the Order, cancellation is effective at the end of the then-current paid billing period.
4. Acceptable Use
4.1 You will not:
- reverse engineer, decompile, or attempt to discover source code or non-public APIs (except to the extent prohibited by law)
- copy, resell, rent, lease, or provide the Service to third parties as a service bureau
- interfere with or disrupt the Service, including probing, scanning, or testing vulnerabilities without written permission
- use the Service to violate applicable law
4.2 Account security. You are responsible for maintaining the confidentiality of credentials and for all activity under your accounts.
5. Data and Ownership
5.1 Customer Data. You retain ownership of the data you submit to the Service ("Customer Data"). You grant Provider a limited license to host, process, transmit, and display Customer Data to Customer and its authorized users solely as necessary to provide, maintain, secure, and support the Service.
5.2 Provider IP. Provider (and its licensors) retain all rights in the Service, including all software, designs, documentation, and improvements.
5.3 Feedback. If you provide feedback or suggestions, you grant Provider a perpetual, irrevocable, royalty-free license to use and incorporate it without obligation.
5.4 No sale; limited disclosure. Provider does not sell Customer Data. Provider will not disclose Customer Data to third parties except:
- to subprocessors that help Provider provide the Service (e.g., hosting, storage), under confidentiality obligations
- with Customer's instruction or consent
- as required by law or valid legal process
5.5 Data export and deletion. While subscribed, you can export Customer Data using available features or by reasonable request. After cancellation/termination, Provider will make Customer Data available for export for 30 days, then may delete it from active systems, subject to normal backup retention.
6. Confidentiality
6.1 Confidential Information. Each party ("Receiving Party") may receive non-public information from the other party ("Disclosing Party") related to the Service, business, or operations ("Confidential Information"). Customer Data is Customer's Confidential Information.
6.2 Protection. The Receiving Party will protect the Disclosing Party's Confidential Information using at least reasonable care, and will use it only as necessary to perform under these Terms and any Order. The Receiving Party will restrict access to personnel and subprocessors who have a need to know and are bound by confidentiality obligations.
6.3 Exclusions. Confidential Information does not include information that the Receiving Party can document:
- is or becomes public through no fault of the Receiving Party
- was known to the Receiving Party without confidentiality obligations before receipt
- is rightfully received from a third party without confidentiality obligations
- is independently developed without use of the Disclosing Party's Confidential Information
6.4 Compelled disclosure. The Receiving Party may disclose Confidential Information if required by law or valid legal process, and will use reasonable efforts to provide notice (if legally permitted).
7. Security, Backups, and Incidents
7.1 Security program. Provider will maintain a reasonable security program consistent with Exhibit A.
7.2 Backups. We perform routine backups for business continuity. Backups are not a substitute for your own controls. You are responsible for maintaining any Customer Data you require outside the Service.
7.3 Incidents. If we confirm a security incident involving Customer Data, we will notify you without undue delay and in any event within 72 hours.
7.4 Security measures; limitations. Provider will maintain the safeguards described in Exhibit A and may update those safeguards from time to time, provided such updates do not materially diminish overall security. No method of transmission over the Internet or electronic storage is 100% secure. The limitations of liability in Section 10 apply to any Security Incident and related claims.
8. Support
Provider provides standard business-hours support via email at billing@proapphub.com (or another channel we designate). Support is provided for the Subscribed Modules.
9. Warranties and Disclaimers
9.1 Service warranty. Provider will provide the Service in a professional and workmanlike manner.
9.2 Disclaimer. Except as expressly stated, the Service is provided "as is" and Provider disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
10. Limitation of Liability
10.1 Liability cap. To the maximum extent permitted by law, Provider's total liability arising out of or relating to the Service or these Terms will not exceed the fees paid by Customer to Provider for the Service in the 12 months before the event giving rise to the claim.
10.2 No consequential damages. To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, business, goodwill, or data (even if advised of the possibility).
10.3 Allocation of risk. The fees reflect the allocation of risk in this section.
11. Termination
11.1 For cause. Either party may terminate these Terms immediately upon written notice if the other party materially breaches and fails to cure within 10 days after notice.
11.2 Effect. Upon termination, your right to access the Service ends. Any unpaid amounts become immediately due.
12. General
12.1 Governing law. These Terms are governed by the laws of the State of Florida, excluding conflict of laws rules.
12.2 Assignment. You may not assign these Terms without Provider's prior written consent. Provider may assign these Terms to a successor in connection with a merger, acquisition, or sale of substantially all assets.
12.3 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
12.4 Entire agreement. These Terms and any Order are the entire agreement regarding the Service and supersede prior discussions.
12.5 Updates to Terms. We may update these Terms from time to time. Updated Terms apply at renewal or upon your continued use after the effective date of the updated Terms, except where prohibited by law.
Exhibit A: Security Summary
- Role-based access controls
- TLS encryption in transit
- Encryption at rest where supported by hosting provider
- Audit logging for key admin actions
- Daily backups with 7-day retention
- Incident notification within 72 hours of confirmed incident