TERMS AND CONDITIONS OF USE OF PRONTO PLATFORM

These Terms and Conditions of Use (these “Terms’) set forth the terms and conditions under which 365 Pronto, Inc (“Pronto,” “we,” “us,” or “our”) makes the Pronto Platform (the “Platform”) available to you (“you” or “your”) as a registered Platform user.  By completing and maintaining your registration on the Platform, you confirm your agreement to be bound by these Terms.  Initially capitalized terms used but not defined in these Terms have the meanings given to them in the 365 Pronto Provider Services Agreement or the 365 Pronto Customer Services Agreement (“Services Agreements”) available on the Platform to authorized parties of these agreements.​

  1. Use of Platform.  You will only use the Platform for the purposes described in the Services Agreements.
  2. Protection of Login Credentials.  You agree to keep and protect your Platform login credentials confidential, not share them with any person or entity, and otherwise protect them from unauthorized use.  Failure on your part to adequately protect your login credentials or your providing any person or entity with use of your login credentials are grounds for immediate termination of your Platform account.
  3. Authorization to Disclose Information.  In connection with the registration process, by disclosing to Pronto and/or uploading to the Platform information regarding yourself and/or any other person or entity to whom or to which such information relates, you represent and warrant to Pronto that you are authorized to disclose and/or upload such information, and that Pronto is authorized to retain, use and disclose such information as it deems necessary or appropriate in connection with the conduct of its business.
  4. Platform Access.  You are responsible for obtaining and maintaining, at your own cost, all equipment and data network access necessary to use access and use the Platform.  Your mobile network’s data and messaging rates and fees may apply if you access or use the Platform from your mobile device(s). You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Platform, including as a result of any updates thereto. We do not guarantee that the Platform, or any portion thereof, will function on any particular hardware or device.  Further, access to and use of the Platform may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.  We disclaim any liability arising from any such malfunction or delay.
  5. Prohibited Conduct.  In connection with your use of the Platform, you agree that you will not do any of the following:
    1. knowingly provide or submit false or misleading information;
    2. use the Platform in connection with the distribution of unsolicited commercial, political or other messages (i.e., spam) unrelated to the receipt or performance of services available on the Platform;
    3. discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
    4. use, display or disseminate (including by inclusion in your own website or other printed materials) Pronto’s name, trademark(s), Platform content or other proprietary copyrights of Pronto without Pronto’s express written consent;
    5. dilute, tarnish or otherwise harm the Pronto brand in any way, including through registering and/or using internet domain names, trade names, trademarks or other source identifiers that are confusingly similar to Pronto domain names, trademarks, trade names or other copyrighted material;
    6. use any technology (including robots, spiders, crawlers, scrapers, viruses, trojan horses) or other automated means or processes to (i) access or collect data or other content from the Platform for any purpose, or (ii) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Pronto or its service providers to secure and protect the Platform; or
    7. take any other action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Platform.
  6. User-Supplied Content.
    1. We may, in our sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to us through the Platform textual, audio, and/or visual content and information, including commentary and feedback related to the provision or receipt of services available on the Platform (“User-Supplied Content”). Any User-Supplied Content provided by you remains your property.
    2. You represent and warrant that: (i) you either are the sole and exclusive owner of all User-Supplied Content or you have all rights, licenses, consents and releases necessary to grant to us the license to the User-Supplied Content as set forth above; (ii) each person identified, depicted, or shown in in your User-Supplied Content, if any, has provided consent to the use of such User-Supplied Content consistent with these Terms of Use; and (iii) neither the User-Supplied Content, nor your submission, uploading, publishing or otherwise making available of such User-Supplied Content, nor our use of any User-Supplied Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.We reserve the right but are not obligated, to review, monitor, or remove User-Supplied Content, in our sole discretion and at any time and for any reason, without notice to you.
    3. We do not guarantee the accuracy, integrity, quality or appropriateness of any User-Supplied Content appearing on or accessed through the Platform. Any such User-Supplied Content is the sole responsibility of the person or entity from whom or which such User-Supplied Content originated. By using the Platform, you understand that you may be exposed to User-Supplied Content that is incorrect, inaccurate or misleading. We have no obligation to screen, preview, monitor or approve any User-Supplied Content. However, we reserve the right to review and delete any User-Supplied Content that, in our sole discretion, violates any Services Agreements between Pronto and any User, these Terms or any other policies of Pronto.You agree that You must evaluate and make your own judgment, and bear all risks associated with, your use of, or any decision that you make with respect to, any User-Supplied Content.Under no circumstances will we be liable in any way for any User-Supplied Content that contains any errors, omissions, defamatory statements, or confidential or private information, or for any loss or damage of any kind incurred as a result of the use of any User-Supplied Content submitted, accessed, transmitted or otherwise conveyed through the Platform. You waive the right to bring or assert any claim against us or any of our affiliates relating to User-Supplied Content, and release us and our affiliates from any and all liability for or relating to any User-Supplied Content.
  7. Amendment. We may amend these Terms from time to time in our sole discretion. Amendments will be effective upon our posting of such updated Terms at this location and available at contracts@365pronto.com. Your continued access to and use of the Platform after such posting confirms your consent to be bound by these Terms, as so amended.

4823-7236-4950.2

02-21-2020