These Terms of Service ("Terms") are a binding agreement between you and Pro Assist Global Inc. ("Pro Assist," "we," "us"), 5830 E 2nd St, Ste 7000 #38965, Casper, Wyoming 82609, USA. They govern your use of theproassist.com (the "Site"), our client dashboard and reception dashboard (together, the "Dashboards"), and our virtual receptionist and dedicated virtual assistant services. We call the Site, the Dashboards and those services the "Services."
Please read these Terms carefully. Sections 10, 11, 12 and 15 limit our liability, require you to protect us from certain claims, and require most disputes to be resolved by individual arbitration instead of in court. Calls handled through the Services are recorded (see Section 6).
1. Acceptance
By visiting the Site, creating a Dashboard account, signing a Client Service Agreement, or otherwise using the Services, you agree to these Terms. You also agree to our Privacy Policy, SMS Terms and Call Recording Notice, which are part of these Terms.
If you use the Services for a business, you confirm that you have authority to bind that business, and "you" includes the business. If you do not agree to these Terms, do not use the Services.
If you are a paying client, your signed Client Service Agreement also applies. Where it conflicts with these Terms, the Client Service Agreement controls for the services it covers. These Terms govern everything else, including your use of the Site and the Dashboards.
2. License to use the Services
We give you a limited, personal, non-exclusive, non-transferable, revocable license to use the Site and Dashboards for your own lawful business purposes, in line with these Terms and your plan. We keep all rights not expressly given to you.
You may not copy, modify, or create derivative works of the Services; reverse engineer them or try to extract their source code; resell, sublicense, or give access to the Dashboards to anyone outside your business; remove any notices from them; or use them to build a competing product.
On the public part of the Site, you may view the pages and print one copy for your own non-commercial use, to learn about Pro Assist and to contact us, as long as you keep all copyright and other notices intact.
3. Eligibility and accounts
Who may use the Services. The Services are for businesses and working professionals. You must be at least 18 years old and able to form a binding contract.
Accounts. Dashboard accounts are created by us or by an administrator at your business. You must give accurate information and keep it up to date.
Keep your login private. Each account is for one person. Do not share usernames or passwords. You are responsible for everything done under your accounts. Tell us right away at weare@theproassist.com if you suspect someone has used your account without permission.
Who sees what. Clients decide which people at their business get Dashboard access and what each person can see. Remove access promptly when someone leaves.
Our right to protect accounts. We may require stronger passwords or extra verification, and we may suspend an account we reasonably believe has been compromised.
4. Subscriptions, pricing, and billing
Our plans and prices are shown on our Pricing page and confirmed in your Client Service Agreement. The main points are below. Your agreement has the full details.
Billing. Fees are charged monthly in advance. Unless your agreement says otherwise, there is no setup fee, and billing begins on the day your receptionist goes live.
How to pay. Payments are made by ACH transfer in U.S. dollars to the account stated in your agreement. You are responsible for any fees your own bank charges. We will not change our payment details by email or phone alone. Before sending money after any change notice, confirm it through a Pro Assist contact you already know.
Commitment and cancellation. Plans have an initial commitment period and cancellation terms. These are set out in your Client Service Agreement.
Late payments. Late fees, grace periods, and suspension for non-payment work as described in your agreement.
Taxes. Prices do not include sales, use, or similar taxes unless we say so. You are responsible for those taxes, other than taxes on our income.
Price changes. The price of your plan does not change during its term unless you agree to the change in writing or you choose a different plan.
5. Your content and call recordings
"Your Content" means information that you or your callers provide through the Services. It includes call recordings, transcripts, voicemails, text messages, notes, contact lists, greetings, scripts, FAQs, and routing rules.
Ownership. As between you and us, you own your business information and the call content we handle for you. We own the Services and how they work.
License to us. You give us a worldwide, non-exclusive license to host, store, process, transcribe, and use Your Content only as needed to provide, secure, and improve the Services for you and to follow the law. We may also use information that has been combined with others' and stripped of anything that identifies you or your callers. We do not sell Your Content.
Call recordings. We record, and may transcribe, the calls we handle for you or make for you, as described in our Call Recording Notice. Recordings and transcripts are available in the client dashboard and are kept for the period stated in that notice.
Your promises. You promise that you have the right to give us Your Content and that it does not break the law or anyone's rights, and that it is not defamatory, obscene, threatening, or abusive.
Sensitive information. Do not ask us to collect or store information our Services are not set up for, such as payment card numbers, Social Security numbers, or health information, unless we have agreed to it in writing. Please also do not put them in the Site's contact form, in search or chat fields, or in an email.
Accuracy. Receptionists take messages from what callers say. We aim for accuracy, but you should check names, numbers, dates, and other details before you rely on them.
When your service ends. After your service ends, you may ask us for a copy of your recordings and notes. We keep Your Content only as long as our Privacy Policy and Call Recording Notice describe.
6. Recording other people
Calls handled through the Services are recorded. Laws about recording calls differ from place to place. In many states, everyone on the call must be told about the recording and agree to it. To protect callers and you:
We announce recording. Our receptionists tell each caller at the start of the call that it may be recorded, for example: "This call may be recorded for quality and service purposes." Callers who continue the call agree to be recorded. The announcement is part of our standard greeting, and you may not instruct us to leave it out.
Your part. You must not use the Services to record anyone in a way that breaks the law. You must tell your own employees, contractors, and callers who reach us through your phone number that calls are recorded, for example in your voicemail greeting, on your website, and in your privacy notices.
Special situations. If you take calls from places with stricter rules, such as Canada, the European Union, or any state that requires written consent, tell us before you go live so we can agree on how to handle them.
More detail. Our Call Recording Notice explains what we record, why, who can hear it, and how long we keep it.
7. Third-party services
The Services work with services we do not own or control. Examples are Google (email and productivity tools), TidyCal (scheduling), your phone or VoIP provider, banks and payment networks, and your own CRM or calendar. Their terms and privacy policies apply when you use them. We are not responsible for their availability, content, or actions. If a third-party service you rely on changes or fails, parts of our Services may not work as expected.
You must have a working VoIP phone system or softphone that lets our receptionist log in, as your agreement describes. You are responsible for that system and for your phone carrier's charges. Links to other websites are for convenience and do not mean we endorse them. We do not review or control those sites, and you use them at your own risk. These Terms give you no right to use third-party content.
8. Acceptable use
You agree not to:
break any law or anyone's rights, or use the Services to harass, threaten, defraud, or mislead anyone;
send spam, run robocalls, or send unlawful texts, or ignore Do Not Call and opt-out requests. Clients are responsible for having any consent required for calls or texts we make for them, and for honoring opt-outs;
upload malware, interfere with the Services, or overload them;
probe, scan, or test the Services for weaknesses, or get around their security, without our written permission;
use spiders, robots, or other automated tools to copy or monitor the Site, or to get around how it is presented or navigated;
forge headers, hide where a message came from, or pretend to be someone else;
scrape the Site, or try to reach another client's data or an account that is not yours;
use the Services as an emergency service. Callers with an emergency should call 911 or the local emergency number.
We may investigate suspected violations, remove content, and suspend or end access as described in Section 13.
9. Our intellectual property
The Site, the Dashboards, our brand, our scripts and training materials, and our software are owned by Pro Assist or its licensors and protected by intellectual property laws. "Pro Assist" and our logos are our marks. Do not use them without our written permission. We grant no rights, express or implied, except those stated in these Terms.
Greetings, scripts, and FAQs that you provide stay yours. If you send us feedback or suggestions, you give us a free, permanent right to use them without owing you anything.
10. Disclaimers
THE SITE AND THE DASHBOARDS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT PROMISE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT EVERY CALL WILL BE ANSWERED OR EVERY MESSAGE WILL BE ACCURATE.
No promise of business results. We cannot promise any number of leads, appointments, sales, or amount of revenue. Those results depend on many things outside our control.
No professional advice. Pro Assist is not a law firm, medical provider, or financial adviser, and we do not give legal, medical, tax, or financial advice. Nothing a receptionist says is professional advice. Our staff who handle calls for a law firm or other professional are not that professional's employees or lawyers, and sharing information with us does not by itself create an attorney-client or other professional relationship, or privilege. Professional clients remain responsible for their own professional and confidentiality duties, and should tell us what handling they need.
Some places do not allow certain disclaimers, so some of this section may not apply to you.
11. Limitation of liability
TO THE FULLEST EXTENT THE LAW ALLOWS: (A) PRO ASSIST WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, EVEN IF WE WERE TOLD THEY WERE POSSIBLE; AND (B) OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNT YOU PAID US FOR THE SERVICES IN THE THREE (3) MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM, OR US$100 IF YOU HAVE NOT PAID US ANYTHING.
These limits do not apply to liability that the law does not allow to be limited, such as liability for fraud or willful misconduct. They apply whatever the legal theory, whether contract, tort (including negligence), or anything else. They reflect a fair sharing of risk and are part of the basis on which we price the Services.
12. Indemnification
You agree to defend, indemnify, and hold harmless Pro Assist and its officers, employees, agents, and contractors from claims, damages, losses, and expenses, including reasonable attorneys' fees, that arise from:
your use of the Services in breach of these Terms or the law;
Your Content, or instructions you give us, including instructions about calls, recording, texts, or outbound contact;
your breach of Section 6 (recording) or Section 8 (acceptable use); or
a dispute between you and a caller, customer, or other third party about your business.
We will tell you promptly about a claim and reasonably cooperate at your expense. We may take over the defense and control of any claim at our own cost, and you will cooperate fully. You may not settle a claim in a way that admits fault by us without our written consent.
13. Termination
You may stop using the Site and the Dashboards at any time. Cancellation of paid services follows your Client Service Agreement.
We may suspend or end your access right away, with notice where practical, if you breach these Terms, do not pay, create risk or legal exposure for us or others, if a law enforcement or government agency asks us to, if we face a serious technical or security problem, or if the law requires. We may also end Site features or the Dashboards on reasonable notice.
When access ends, your license ends. Amounts you owe remain due. Sections that by their nature should continue, including Sections 5, 6, 9 to 12, 14, 15, and 17, continue after termination.
14. Governing law
These Terms, and any dispute relating to them or the Services, are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law principles, and by the Federal Arbitration Act where it applies. Nothing in these Terms takes away rights you have under the law where you live that cannot be waived by contract.
15. Dispute resolution and arbitration
Please read this section carefully. It affects your rights.
Talk to us first. Email weare@theproassist.com with a description of the problem and what you would like us to do. We will try to resolve it with you within 30 days.
Binding arbitration. If we cannot resolve it, any dispute between you and Pro Assist that arises out of or relates to these Terms or the Services will be decided by binding arbitration instead of in court, except as stated below. The arbitration will be administered by the American Arbitration Association under its rules that apply to the dispute, or by another provider we agree on, and will be seated in Casper, Wyoming. Hearings may be held by video conference, in English or Spanish as the parties agree. A court with jurisdiction may enter judgment on the award.
Individual claims only. To the fullest extent the law allows, you and Pro Assist may bring claims only on an individual basis, and not as a plaintiff or class member in any class, collective, or representative action. The arbitrator may not combine claims of more than one person.
Exceptions. Either of us may (a) bring an individual claim in small-claims court if it qualifies, and (b) ask a court to stop misuse of intellectual property or confidential information.
Court cases. If a dispute is not subject to arbitration, the state and federal courts located in Natrona County, Wyoming have exclusive jurisdiction, and you and we consent to them. You waive any objection that those courts lack jurisdiction over you or are inconvenient.
Your service agreement. If your Client Service Agreement has its own dispute clause, that clause controls disputes about that agreement.
16. State-specific notices
California. Our California Privacy Notice and Privacy Policy describe your rights under California privacy laws. Under California Civil Code section 1789.3, California users may direct complaints about online services to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, at dca.ca.gov.
Call recording laws. California, Florida, and a number of other states require everyone on a call to consent to its recording. See Section 6 and our Call Recording Notice.
Other states. Residents of states with their own privacy laws have the rights described in our Privacy Policy. If a state law gives you a right that these Terms try to limit, and the right cannot be waived, the law controls.
17. General terms
Entire agreement. These Terms, our Privacy Policy, SMS Terms, Call Recording Notice, and any Client Service Agreement are the whole agreement between you and us about the Services. If they conflict, your Client Service Agreement controls for the services it covers.
Notices. We may notify you by posting on the Site or Dashboards or by email to the address on file. You may notify us at weare@theproassist.com. Notice of a claim or dispute must also be sent by mail or courier to Pro Assist Global Inc., Attn: Legal, 5830 E 2nd St, Ste 7000 #38965, Casper, Wyoming 82609, USA. You agree to receive notices and sign agreements electronically.
Assignment. You may not transfer your rights or duties under these Terms without our written consent. We may transfer ours as part of a merger, sale, or reorganization.
If part is unenforceable. If a part of these Terms cannot be enforced, the rest stays in effect. Not enforcing a right does not waive it.
Events beyond our control. We are not liable for delays or failures caused by events beyond our reasonable control, including outages of power, internet, or telecommunications affecting us, our team, or our providers, and natural disasters.
No third-party rights. These Terms do not give rights to anyone other than you and us.
Use from other countries. The Site can be reached from anywhere, but our Services are intended for businesses in the United States and may not be available or suitable elsewhere. If you use the Site from another country, you are responsible for following your local laws.
Other terms. Terms posted on a particular page of the Site, or set out in a separate agreement, add to these Terms or replace them for that page or service.
18. Changes and contact
We may update these Terms. We will post the new version with a new "Last updated" date, so please check this page from time to time. For material changes that affect paying clients, we will also email the main contact on file at least 14 days before the changes take effect, unless the law requires a shorter period. If you keep using the Services after the effective date, you accept the changes. If you do not agree, stop using the Services and, if you are a client, follow the cancellation terms in your agreement.
Pro Assist Global Inc., 5830 E 2nd St, Ste 7000 #38965, Casper, Wyoming 82609, USA. Questions about these Terms can be sent to weare@theproassist.com or by calling (312) 675-2985.
