TERMS AND CONDITIONS AGREEMENT

TERMS AND CONDITIONS AGREEMENT

This Agreement (this "Agreement") is entered into by and between PRO Software Solutions, a Limited Liability Company ("Pro Software Solutions LLC") with a place of business at 111 W Lewis St, Suite 205 Greensboro NC 27406, and the "Customer" (A user of PRO Software). Pro Software Solutions LLC and Customer are sometimes referred to jointly as the "parties" or singularly as a "party."

RECITALS

WHEREAS, Customer desires to obtain access to the Services with respect to certain of its information technology needs; and Pro Software Solutions LLC wishes to provide the Services to Customer, each on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

TERM

This Agreement is on a month-to-month basis, beginning on the Effective Date. Billing occurs on the 1st of each month. The Agreement will automatically renew each month unless either party provides written notice of cancellation at least 30 days before the next billing cycle.

CANCELLATION POLICY

This Agreement is on a month-to-month basis and may be canceled with at least 30 days' written notice before the next billing cycle. Cancellation does not waive the Customer’s responsibility for any outstanding balances, which must be paid in full before termination of service. Failure to settle outstanding amounts may result in service suspension, collections action, and additional fees.

SERVICES

PRO Software will provide access to its software platform and related support services as outlined in the Customer's subscription plan.

FEES & PAYMENT

All charges associated with PRO Software Solutions services are invoiced on the 1st of each month, and payment is due upon receipt. No credit terms are provided. Failure to pay may result in service suspension until payment is received.

Customers agree to pay the subscription fees as outlined in the attached fee schedule. It is the Customer’s responsibility to deactivate users who are not actively using the system. Otherwise, all active users will be charged for the month.

Payments can be made via check, wire transfer, or automatic monthly credit card billing. Credit card payments are subject to a 4% convenience fee, which will be added to the monthly invoice.

In accordance with NC law, interest will be charged on all accounts that are 30 days past due.

ANNUAL PRICE ADJUSTMENT POLICY

PRO Software Solutions reviews its pricing annually to ensure alignment with operational costs and market conditions. As a result, subscription fees may be subject to annual adjustments, effective January 1st of each calendar year. Customers will receive at least 30 days' notice of any pricing changes.

REFUND POLICY & CUSTOMER NON-PAYMENT

Refunds are not available for any PRO services, including but not limited to customization, data migration, design, web development, virtual or onsite training/implementation, or subscription charges.

In the event of non-payment or failure to comply with our 30-day written termination request, customers may experience delays in data transfer until final payment is received.

PRO reserves the right to suspend access to services until all outstanding dues are paid.

Accounts past due by 30 days will be charged interest in accordance with North Carolina law.

DATA OWNERSHIP & STORAGE

All data entered into PRO Software remains the property of the Customer.

At the end of the subscription, PRO Software will make every reasonable attempt to contact the Customer regarding data transfer options. If the Customer does not respond or cannot be reached, PRO Software will store the data for up to seven (7) years.

If the Customer wishes to retrieve stored data after the subscription ends, all outstanding storage fees must be paid in full before access is granted.

If the Customer requests PRO Software to store their data in a readily accessible format post-contract , a monthly storage fee will apply. Storage costs will be determined at the time of cancellation and are subject to change.

MUTUAL NON-DISCLOSURE AGREEMENT (NDA)

Both parties agree to protect and keep confidential any proprietary information received from the other.

Confidential Information includes, but is not limited to, business operations, customer data, trade secrets, pricing, proprietary software, and non-public technical or business details.

Neither party shall disclose, use, or reproduce the other party’s confidential information except as necessary to fulfill this Agreement.

This obligation remains in effect for five (5) years after termination of the Agreement, regardless of the month-to-month nature of the contract.

TERMINATION FOR BREACH

Either party may terminate this Agreement if the other party materially breaches its terms and fails to correct the breach within 30 days of written notice. PRO Software Solutions also reserves the right to suspend or terminate service immediately in cases of severe breach, such as non-payment, unauthorized use of the software, or violations of applicable laws.

LIABILITY

IN NO EVENT SHALL (I) EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED IN THE AGGREGATE THE TOTAL FEES PAID BY CUSTOMER TO PRO SOFTWARE SOLUTIONS DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM, AND (II) EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, HOWEVER CAUSED.

THE FOREGOING LIMITATIONS AND DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED HEREIN, PRO SOFTWARE SOLUTIONS LLC DOES NOT WARRANT THAT ACCESS TO THE PLATFORMS, SOFTWARE, OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

GOVERNING LAW

This Agreement and all aspects of the parties’ relationship will be governed by North Carolina law, without regard to its choice of law principles, and the Parties expressly and irrevocably consent to the jurisdiction of the state and federal courts venue in the County of Guilford in the State of North Carolina.

SECURITY

Pro Software Solutions LLC may, from time to time, host and/or maintain a Platform using a third-party technology service provider. The Customer acknowledges that Pro Software Solutions LLC cannot offer any additional or modified procedures other than those put in place by such technology provider.

PUBLICITY

Customer agrees that Pro Software Solutions LLC may identify Customer as a customer and use Customer’s logo and trademark in Pro Software Solutions LLC’s promotional materials. Customer may request removal from promotional materials by emailing sales@prosoftware.app.

FORCE MAJEURE

Pro Software Solutions LLC is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third-party technology providers, and other unforeseeable events.

GENERAL TERMS

This Agreement represents the entire understanding between the parties. Any modifications must be in writing and agreed upon by both parties.

Acceptance of Terms: By continuing to use PRO Software Solutions' services after June 1, 2025, you acknowledge and agree to be bound by the updated Terms & Conditions. If you do not agree to these terms, you must discontinue use of the services before the effective date.

FEE SCHEDULE

Office User (minimum monthly charges) $199/office user per month

Driver (minimum monthly charges) $149/driver/month

Premium Support (optional add-on service) $399/month (includes 5 hours of free training per month)

Server Maintenance Fee $500/Month

Additional training and support Starting at $100/hour, depending on the level of engineering or training needed.

Emergency After Hours Training and Support $200/hour

Additional Customizations Priced with a scope of work proposal