TERMS.

Introduction and Acceptance

Welcome to Pro.Works.

These Terms of Service (“Terms”) govern your access to and use of:

• www.pro.works and any websites or subdomains operated by ProWorks Inc.;
• Pro.Works applications, software, dashboards, portals, APIs, SDKs, developer tools and digital services;
• accounts provided through Pro.Works;
• preview, beta, experimental and early-access services;
• communications, documentation and resources made available by ProWorks Inc.; and
• any other ProWorks product or service that expressly incorporates these Terms,

collectively, the “Services”.

In these Terms, “ProWorks”, “Pro.Works”, “we”, “us” and “our” refer to ProWorks Inc. “You” and “your” refer to the individual or organisation accessing or using the Services.

By accessing or using the Services, creating an account, clicking an acceptance control, executing an order, or otherwise indicating acceptance where applicable, you agree to be bound by these Terms. Where you create an account or place an order, your affirmative acceptance forms a binding agreement. Where you simply browse the public website, your continued use signifies acceptance of the terms applicable to that use.

If you do not agree to these Terms, you must not use the Services.

These Terms are published for the Pro.Works corporate website and portfolio and are general in nature. They are not legal advice to you, and they do not replace advice from your own counsel regarding your use of the Services.

About ProWorks Inc.

The Services are operated by:

ProWorks Inc. Casper, WY United States of America

Website: https://www.pro.works

ProWorks Inc. is a technology and engineering company based in Casper, Wyoming. ProWorks develops and operates software, infrastructure, domain, digital-asset, commerce, payments, support and related technology products, including work in applied artificial intelligence and connected systems.

Different products developed or operated by ProWorks may operate under different names, use different domains, serve different customer groups, offer different features, involve different regulatory requirements, and be governed by additional or separate legal agreements. These Terms establish the general contractual framework governing Pro.Works and applicable Services.

Scope of These Terms

These Terms apply to the Pro.Works corporate website and to Services that expressly incorporate them. They do not necessarily constitute the complete agreement governing every individual ProWorks product. Certain products require additional agreements because of their nature. These may include:

• domain-name registration agreements and registry terms;
• marketplace, seller, buyer and auction agreements;
• payment, settlement and escrow terms;
• acceptable use policies;
• service-level agreements;
• API and developer terms;
• data processing agreements;
• enterprise agreements, order forms and subscription terms; and
• other product-specific legal or operational policies.

Product-Specific Terms

Individual ProWorks products may be governed by additional or separate terms (“Product Terms”). Product Terms may apply to products including, without limitation, Work Domains, Domain Work, DNS Care, Server Storage, Buy/Sale, Buy/Auction, PayQuest, PostCare, and future products operated by ProWorks Inc.

Where Product Terms apply, you must agree to them before using the applicable product where required. If there is a conflict between these Terms and Product Terms, the Product Terms control with respect to the relevant product, transaction or Service. These Terms continue to apply to matters the Product Terms do not address.

Product Portfolio and Availability

ProWorks may develop and operate multiple independent products. A product being displayed on Pro.Works does not mean that it is generally available, that it has launched commercially, that every described feature is operational, that it is available in every country or to every customer, that regulatory approvals have been obtained for every contemplated activity, or that the final commercial implementation will be identical to a development-stage description.

Product availability is determined by ProWorks from time to time.

Development-Stage Products

Some products or features may be described as in development, planned, preview, prototype, experimental, beta, private beta, early access, coming soon, or otherwise not generally available. Descriptions of such products reflect current intentions and development plans only.

Unless ProWorks expressly states otherwise in a binding written agreement, development-stage descriptions do not constitute a commitment that the product will launch, that a particular feature will be included or operate in a particular manner, that a launch will occur by a particular date, that pricing will remain as described, that integrations will remain available, that geographic availability will remain unchanged, or that the product will become generally available. ProWorks may modify or discontinue development-stage products at any time.

No Reliance on Roadmaps

Roadmaps, previews, demonstrations, mockups, descriptions of intended functionality, product concepts, screenshots, prototypes, statements regarding future capabilities and similar materials are provided for informational purposes only.

You should not make purchasing, investment, operational, infrastructure, contractual or other material decisions solely in reliance on future functionality unless that functionality is expressly committed to in a binding written agreement executed by ProWorks Inc.

Eligibility and Organisational Users

You must be legally capable of entering into a binding agreement to use the Services. Unless a particular Service expressly permits otherwise, the Services are intended for individuals who are at least 18 years old or who have otherwise reached the age of legal majority in their jurisdiction.

By using the Services you represent that:

• you have the legal capacity to agree to these Terms;
• your use of the Services is permitted by applicable law; and
• you are not prohibited from receiving the Services under applicable sanctions, export-control or other laws.

If you use the Services on behalf of a corporation, company, partnership, government body, organisation, association, employer or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms. In those circumstances “you” includes both you and the organisation you represent.

Accounts, Security and Administrators

9.1 Accounts

Certain Services require an account. When creating or maintaining an account you agree to provide information that is reasonably accurate, current, complete and not misleading, and to keep it up to date. ProWorks may require verification where reasonably necessary for security, fraud prevention, regulatory compliance, account recovery, payments, transactions, marketplace activity, domain-related services or other legitimate purposes.

9.2 Account security

You are responsible for maintaining the security of your account and must take reasonable precautions to protect passwords, passkeys, authentication devices, API keys, access tokens, recovery codes, administrator credentials and other authentication factors. You must not intentionally allow unauthorised persons to use your credentials.

You should notify us promptly at hello@pro.works if you reasonably believe your account has been compromised, credentials have been stolen, unauthorised access has occurred, or account security has otherwise been materially affected.

9.3 Organisational administrators

Where Services allow organisations to create teams, workspaces or managed accounts, administrators designated by the organisation may add or remove users, assign permissions, manage integrations, access administrative information, manage subscriptions, change security settings, configure retention, manage resources and otherwise administer the organisation's account. You acknowledge that ProWorks may act on instructions from authorised administrators regarding organisation-controlled accounts.

9.4 User responsibilities

To the extent permitted by applicable law, you are responsible for activity performed through your account, and for ensuring that your use complies with applicable law, that users you authorise comply with applicable terms, that integrations you connect are properly authorised, that data you submit may lawfully be processed, that you have authority over assets you ask ProWorks to manage, and that instructions you provide are accurate and authorised.

Acceptable Use

You must use the Services responsibly and lawfully. You must not use the Services to:

• violate applicable law or facilitate unlawful activity;
• commit fraud or facilitate prohibited transactions;
• distribute malware or facilitate phishing;
• steal credentials or compromise computer systems;
• operate botnets or conduct unauthorised attacks;
• distribute unlawful content or violate intellectual-property rights;
• impersonate another person or organisation, or deceive users regarding identity or authority;
• evade legal restrictions;
• abuse domain, DNS, hosting, storage, payment or marketplace infrastructure; or
• materially interfere with the Services or with other users.

Additional rules may be provided through a separate Acceptable Use Policy. Where such a policy applies, it is incorporated into these Terms by reference.

Prohibited Technical Activity

Except where expressly authorised by ProWorks or permitted by applicable law, you must not:

• circumvent security measures or interfere with authentication mechanisms;
• probe or scan systems without authorisation, or attempt unauthorised access;
• bypass usage limitations or rate limits;
• scrape the Services in a manner that materially burdens infrastructure;
• introduce malicious code or exploit vulnerabilities;
• interfere with other users;
• reverse engineer, decompile or disassemble protected components except to the extent applicable law expressly permits;
• attempt to obtain source code not made available to you; or
• use the Services to attack third-party infrastructure.

Good-faith security research may be governed by a separate vulnerability disclosure or security policy.

APIs, SDKs, Developer Services and Automated Access

ProWorks may make APIs, SDKs, command-line tools, libraries, developer interfaces, documentation and other developer resources available. Use of developer Services may be subject to authentication requirements, API keys, rate limits, quotas, technical restrictions, documentation, Product Terms, developer terms and fees. You are responsible for safeguarding developer credentials.

ProWorks may modify, version, deprecate, restrict or discontinue APIs or developer functionality. Where reasonably practicable for generally available paid Services, ProWorks may provide notice of material API deprecations in accordance with applicable Product Terms.

Automated access is permitted only where expressly provided by the Service, enabled through an API, authorised by ProWorks, or otherwise permitted by applicable law. Automated activity must not materially degrade the Services, evade restrictions, impersonate legitimate users, bypass security controls, generate abusive traffic or interfere with other users.

Customer Content

Certain Services allow you to upload, submit, transmit, create, store or process files, text, domain information, DNS information, infrastructure and configuration information, code, images, documents, data, prompts, messages, listings, transaction information and other materials (“Customer Content”).

As between you and ProWorks, you retain the rights you hold in your Customer Content. These Terms do not transfer ownership of Customer Content to ProWorks.

13.1 Licence to Customer Content

You grant ProWorks a limited, non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, process, technically modify and otherwise use Customer Content only to the extent reasonably necessary to provide the Services, execute your instructions, maintain and secure the Services, troubleshoot problems, prevent fraud or abuse, comply with law, and exercise rights permitted under applicable agreements.

This licence ends when the relevant Customer Content is deleted from the Services, except to the extent retention is legally required, backup copies remain temporarily, information has been lawfully aggregated or de-identified, or another agreement permits continued retention.

13.2 Your rights in Customer Content

You represent and warrant that you hold all rights, permissions, licences and lawful authority necessary to provide Customer Content to ProWorks and to authorise its processing. You must not knowingly submit content in violation of intellectual-property rights, confidentiality obligations, privacy rights, contractual restrictions, trade-secret rights or applicable law.

13.3 Content moderation and removal

Where legally permitted, ProWorks may review, restrict, disable, remove or refuse to display Customer Content, listings or account material that we reasonably believe violates these Terms, applicable Product Terms, third-party rights or applicable law, or that poses a security, fraud or safety risk. Where reasonable and lawful, we will notify the affected user. ProWorks has no general obligation to monitor Customer Content.

Copyright Complaints and Notice-and-Takedown

ProWorks respects intellectual-property rights and responds to properly submitted notices of claimed copyright infringement in accordance with the United States Digital Millennium Copyright Act (“DMCA”) and comparable laws.

If you believe material accessible through the Services infringes your copyright, send a written notice to hello@pro.works containing:

• a physical or electronic signature of the copyright owner or a person authorised to act on their behalf;
• identification of the copyrighted work claimed to have been infringed;
• identification of the material claimed to be infringing and information reasonably sufficient to locate it;
• your contact information, including address and email address;
• a statement that you have a good-faith belief that the use is not authorised by the copyright owner, its agent or the law; and
• a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or are authorised to act on the owner's behalf.

Incomplete notices may not be actionable. Knowingly making a material misrepresentation in a notice or counter-notice may expose you to liability under applicable law.

If your material was removed and you believe the removal was mistaken or based on misidentification, you may submit a counter-notice to the same address containing your signature, identification of the removed material and its former location, a statement under penalty of perjury that you have a good-faith belief the material was removed as a result of mistake or misidentification, your contact information, and your consent to the jurisdiction of the appropriate United States federal court.

ProWorks may, in appropriate circumstances and at its discretion, disable or terminate the accounts of users who are repeat infringers.

Abuse Reports and Trust and Safety

Reports of phishing, malware distribution, fraudulent listings, abusive domains or DNS configurations, security abuse or other harmful activity may be sent to hello@pro.works with enough detail to identify the activity.

Where we reasonably determine that reported activity violates these Terms, applicable Product Terms or applicable law, we may investigate, request additional information, restrict or suspend the relevant account, disable a listing or configuration, or take other action we consider proportionate. Where a registry, registrar, hosting provider, payment provider or competent authority requires action, we will act in accordance with those obligations. Urgent risks may be addressed before notice is given.

Intellectual Property, Licence and Trademarks

The Services, excluding Customer Content and third-party materials, are owned by or licensed to ProWorks Inc. This includes software, interfaces, product designs, websites, source and object code, documentation, databases, logos, trademarks, graphics, workflows, APIs, algorithms, text, architecture and other proprietary technology and materials, protected by intellectual-property and other applicable laws.

Subject to these Terms and applicable Product Terms, ProWorks grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for their intended purpose. No rights are granted except those expressly stated.

Names, logos, brands, product names, domains, visual identities and trademarks associated with ProWorks are owned by ProWorks Inc. or its affiliates or licensors. These Terms do not grant permission to use ProWorks trademarks except where expressly authorised. Third-party names and marks appearing through the Services remain the property of their respective owners, and reference to a third party does not indicate endorsement, sponsorship, partnership or affiliation.

Feedback

If you voluntarily provide ideas, recommendations, feature requests, suggestions, product or design feedback, or other proposals regarding ProWorks or the Services (“Feedback”), you grant ProWorks a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free right to use, modify, commercialise, disclose, reproduce and incorporate that Feedback without restriction or compensation. You should not submit Feedback you are not authorised to provide.

Third-Party Services

The Services may connect with, rely upon or provide access to third-party products or infrastructure, including domain registries and registrars, DNS providers, hosting and cloud platforms, compute and storage providers, payment processors, financial institutions, identity providers, communications services, artificial-intelligence providers, analytics providers, marketplaces, APIs and other software providers. Third-party services are not controlled by ProWorks merely because they integrate with the Services.

Your use of a third-party service may be subject to that provider's terms, privacy policy, pricing, availability, technical restrictions, usage limits and legal requirements. You are responsible for complying with applicable third-party terms. ProWorks is not responsible for a third party's independent acts or omissions except to the extent liability cannot lawfully be excluded.

Third-party providers may change APIs, discontinue services, change prices, revoke access, impose restrictions, experience outages, change technical standards, suspend accounts or modify policies, and such events may affect the Services. ProWorks does not guarantee the continued availability of any third-party integration unless expressly stated in applicable Product Terms.

Domains, Digital Assets and Domain-Related Services

Certain products interact with domain names, usernames, handles, websites, code, licences, digital rights, digital assets and other electronically managed resources. References in ProWorks materials to “ownership”, “property”, “digital property”, “custody” or similar concepts describe the practical or operational relationship a user may have with such assets.

Those descriptions do not constitute a universal legal characterisation of an asset as property, ownership, custody, a security, a financial instrument or any other legal category in every jurisdiction. Legal treatment may depend on jurisdiction, asset type, applicable registry or platform rules, contract terms and applicable law.

Where a ProWorks product provides domain registration, transfer, renewal, management, brokerage, DNS or related functionality, additional agreements apply. These may include registration agreements, ICANN-required terms, registry requirements, transfer policies, dispute-resolution policies, WHOIS/RDDS requirements, renewal, expiration and redemption rules, and TLD-specific requirements. These Terms alone do not replace any registration agreement or registry-required terms applicable to a domain name.

You acknowledge that domain names may be subject to mandatory dispute-resolution procedures adopted by ICANN or a registry, including the Uniform Domain-Name Dispute-Resolution Policy (UDRP), the Uniform Rapid Suspension system (URS), transfer dispute policies and registry-specific eligibility or sunrise requirements. ProWorks may lock, suspend, transfer, cancel or otherwise act on a domain where required by a registry, registrar of record, dispute-resolution provider, court order or competent authority, and is not liable for acting in accordance with such requirements.

Marketplace Services

If ProWorks provides a marketplace through which users may list, discover, buy, sell, transfer, licence or otherwise transact in digital assets, additional Marketplace Terms may apply.

Unless expressly stated otherwise in applicable Product Terms, ProWorks is not a party to transactions between users. The existence of a listing does not mean that ProWorks owns the listed asset, guarantees title or authenticity, endorses the seller or buyer, verifies every statement in a listing, or guarantees successful completion of a transaction.

Buyers and sellers are responsible for their own conduct, representations, tax obligations and compliance with applicable law, and for satisfying themselves as to the asset, the counterparty and the transaction terms. To the maximum extent permitted by law, ProWorks disclaims responsibility for the acts, omissions, solvency or performance of marketplace participants. Marketplace-specific responsibilities are governed by applicable Product Terms.

Auctions

Any auction functionality may be governed by separate Auction Terms or Auction Rules addressing bidder eligibility, binding bids, bid increments, reserves, auction extensions, bidder verification, seller obligations, technical failures, settlement, payment deadlines, default, prohibited manipulation, cancellation, fees and asset transfer.

These general Terms do not by themselves define the rules applicable to a specific auction. Where auction rules and these Terms conflict in relation to an auction, the auction rules control.

Payments, Settlement and Financial Services

Certain products may integrate payment, checkout, billing, settlement, payout or transaction infrastructure. Unless expressly stated in applicable Product Terms, ProWorks does not represent through these general Terms that it is a bank, provides banking services, holds customer deposits, operates as a licensed financial institution, acts as a regulated escrow company, acts as a money transmitter, or provides financial, investment, accounting or tax advice.

Financial functionality may be provided through appropriately authorised third-party providers, and applicable Product Terms will identify the relevant structure where necessary.

Where a transaction is disputed with a card issuer or payment provider, chargeback, reversal and related procedures may be governed by the payment provider's rules and applicable Product Terms, and ProWorks may recover amounts charged back together with associated fees where legally permitted. Treatment of unclaimed or dormant balances, where any such balances exist, will be governed by applicable Product Terms and applicable unclaimed-property law.

Information provided through ProWorks does not constitute investment, securities, tax, accounting, financial planning or legal advice, or a recommendation to buy or sell an investment. You should obtain independent professional advice where appropriate.

Artificial Intelligence and Automated Features

Certain current or future Services may incorporate artificial intelligence, machine learning, large language models, automated recommendations, intelligent agents, classification, generative systems, automated workflows or similar technologies, including technologies provided by third parties.

Automated or AI-generated outputs may contain errors, be incomplete or inaccurate, vary between requests, and require human verification. Outputs may also be similar or identical to outputs generated for other users, and ProWorks makes no warranty that outputs are accurate, original, or free from third-party rights.

You are responsible for evaluating outputs before relying on them for material decisions. Unless expressly agreed otherwise, automated outputs are not professional legal, financial, engineering, regulatory, medical or other professional advice.

Beta, Preview and Experimental Services

ProWorks may provide Beta Services before general availability. Beta Services may contain defects, be incomplete, experience interruptions, lose data, change without notice, have reduced security or support features, be discontinued, or never become generally available. Support for Beta Services, where offered at all, is provided on a best-effort basis.

Unless ProWorks expressly identifies a Beta Service as production-ready, you should not use it for mission-critical operations, irreplaceable data, critical DNS, production infrastructure, regulated workloads, high-value transactions, or situations where failure could cause substantial harm. Beta Services may be subject to additional terms.

Service Availability and Infrastructure Limitations

ProWorks works to provide reliable Services but does not guarantee uninterrupted availability. Services may be affected by maintenance, software defects, infrastructure failures, third-party outages, internet routing, telecommunications failures, DNS propagation, registry outages, cyberattacks, force majeure events, changes by external providers, governmental actions and other events. Availability commitments, where offered, are described in applicable Product Terms or a Service Level Agreement.

Internet and infrastructure services inherently depend on systems outside our control. Unless expressly guaranteed under an applicable SLA, ProWorks does not guarantee DNS propagation times, global DNS consistency, internet routing, registry availability, third-party nameserver operation, domain availability, cloud- or storage-provider availability, continuous connectivity, uninterrupted server operation, recovery of third-party systems, or uninterrupted access to integrated services.

Backups and Data Protection

Unless a particular Service expressly provides backup functionality, you are responsible for maintaining independent backups of information necessary to your operations. Even where backup functionality is provided, you should maintain appropriate independent copies of critical data. No backup technology can guarantee recovery in every circumstance.

Changes to and Discontinuation of the Services

ProWorks may modify the Services over time, including by adding or removing features, redesigning interfaces, modifying APIs, changing technical architecture, modifying integrations, changing usage limitations or discontinuing functionality. For generally available paid Services, material changes may be subject to additional commitments in applicable Product Terms or contracts.

ProWorks may discontinue a Service or product. Where reasonably practicable, we may provide advance notice for generally available paid Services. Development-stage, beta, experimental and free Services may be discontinued without advance notice where permitted by applicable law.

Fees, Taxes, Refunds and Renewals

28.1 Fees

Certain Services require payment. Applicable prices, subscription periods, billing terms, usage charges and other fees will be disclosed through the relevant product, an order form, a checkout page, Product Terms, a pricing page or another applicable agreement. You agree to pay charges you validly authorise.

28.2 Taxes

Unless stated otherwise, fees exclude applicable sales, use, value-added, goods-and-services, withholding and similar governmental charges. You are responsible for taxes legally imposed on your purchase or use of the Services, except taxes imposed on ProWorks' net income. ProWorks may collect taxes where required.

28.3 Payment providers

ProWorks may use third-party payment processors. By submitting payment information you authorise the processing necessary to complete the transaction. Payment providers apply their own terms and privacy practices. Where payment processing is performed directly by an authorised third party, ProWorks generally does not receive or store complete payment-card credentials.

28.4 Refunds

Refund eligibility, if any, is determined by applicable Product Terms, the applicable order, the nature of the Service, applicable law and any refund policy presented at purchase. Certain transactions, including some domain, registry, digital-asset, infrastructure, usage-based and third-party charges, may be non-refundable where legally permitted.

28.5 Subscription renewal

Where Services are sold on an automatically renewing subscription, renewal terms will be disclosed before purchase where required by law. You authorise recurring charges until cancellation in accordance with the applicable subscription terms. Mandatory consumer cancellation and renewal rights are unaffected.

Privacy and Cookies

Our processing of personal information is described in the Pro.Works Privacy Policy, and our use of cookies and similar technologies is described in the Pro.Works Cookie Policy. Both are linked from this page and from the site footer.

By using the Services you acknowledge that you have reviewed the Privacy Policy. Where applicable law requires consent for non-essential technologies, appropriate choices will be provided.

Confidentiality and Security

In certain business relationships either party may receive non-public information that is confidential by nature or designation. Where applicable, confidential information should be protected using reasonable care, used only for authorised purposes and not improperly disclosed. Enterprise or commercial agreements may contain more detailed confidentiality provisions and will control where applicable.

ProWorks implements technical and organisational safeguards appropriate to the relevant Service. However, no online system can be guaranteed completely secure, and you acknowledge that use of internet-connected Services involves inherent security risks. You are responsible for security measures appropriate to your own accounts, devices, data, credentials, infrastructure, integrations and users.

If you discover a security vulnerability affecting ProWorks, report it responsibly to hello@pro.works. You must not exploit a vulnerability beyond what is reasonably necessary to demonstrate its existence. ProWorks may maintain a separate vulnerability disclosure policy.

Compliance, Sanctions and Export Controls

You must use the Services in compliance with applicable law, including privacy, intellectual-property, consumer-protection, cybersecurity and communications laws, sanctions, export controls, financial regulations, anti-money-laundering requirements, tax laws and industry-specific rules.

ProWorks Inc. is a United States corporation and must comply with applicable United States sanctions laws and regulations. You represent that, to the extent required by applicable law, you are not a prohibited or sanctioned person, are not acting on behalf of a prohibited person, and are not using the Services for a prohibited transaction.

ProWorks may screen users or transactions, request verification information, restrict Services, reject transactions, freeze or delay actions where legally required, suspend access, or comply with governmental instructions where reasonably necessary to satisfy sanctions obligations. Nothing in these Terms requires ProWorks to perform an action prohibited by applicable law.

You agree not to use, export, re-export, transfer or provide the Services in violation of applicable United States export-control laws or other trade restrictions. ProWorks may restrict access to particular technologies, products, countries, persons, organisations or uses where legally necessary.

ProWorks may use reasonable measures to prevent fraud, unauthorised transactions, account takeover, identity misuse, marketplace abuse, payment abuse, malicious domains, sanctions violations and other harmful activity, and may request identity or business verification, ownership information, transaction information, evidence of asset ownership or additional documentation.

Suspension and Termination

32.1 Suspension

ProWorks may suspend or restrict access where reasonably necessary because of a violation of these Terms or Product Terms, a security risk, suspected fraud, malicious activity, legal requirements, sanctions, non-payment, abuse, danger to users or infrastructure, unauthorised access, or material risk to ProWorks or third parties. Where reasonable and legally permitted we may provide notice; immediate suspension may occur where urgent action is reasonably necessary.

32.2 Termination by you

You may stop using the Services at any time. Where account-deletion or subscription-cancellation controls are available you may use them, subject to outstanding transactions, contractual commitments, billing obligations, domain lifecycle rules, marketplace transactions, data-retention requirements and applicable Product Terms.

32.3 Termination by ProWorks

ProWorks may terminate access to the Services where permitted under these Terms, applicable Product Terms, an enterprise agreement, an order form or applicable law. On termination, rights granted to you under these Terms cease except for provisions intended to survive.

32.4 Effect of termination and survival

Termination does not eliminate obligations or liabilities that accrued before termination. The sections concerning intellectual property, feedback, fees owed, confidentiality, disclaimers, limitation of liability, indemnification, limitation of claims, dispute resolution, governing law and jurisdiction, and any other provisions that by their nature should survive, will survive termination.

Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, EXCEPT TO THE EXTENT EXPRESS WARRANTIES ARE PROVIDED IN APPLICABLE PRODUCT TERMS OR WRITTEN AGREEMENTS.

PROWORKS DISCLAIMS IMPLIED WARRANTIES INCLUDING, TO THE EXTENT LEGALLY PERMITTED:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• NON-INFRINGEMENT; AND
• WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

PROWORKS DOES NOT WARRANT THAT:

• THE SERVICES WILL ALWAYS BE AVAILABLE;
• THE SERVICES WILL BE ERROR-FREE;
• EVERY DEFECT WILL BE CORRECTED;
• THIRD-PARTY SERVICES WILL REMAIN AVAILABLE;
• EVERY RESULT OR OUTPUT WILL BE ACCURATE; OR
• THE SERVICES WILL MEET EVERY USER'S REQUIREMENTS.

Nothing in these Terms excludes warranties or statutory rights that cannot lawfully be excluded.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROWORKS INC. AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, LICENSORS AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THE SERVICES.

THIS INCLUDES, WHERE LEGALLY PERMITTED:

• LOST PROFITS, REVENUE OR BUSINESS;
• LOSS OF GOODWILL OR OPPORTUNITY;
• BUSINESS INTERRUPTION;
• LOSS OF DATA;
• LOSS OF DIGITAL ASSETS OR LOSS OF DOMAIN USE;
• INFRASTRUCTURE INTERRUPTION;
• LOSS ARISING FROM THIRD-PARTY SERVICE FAILURE; OR
• COSTS OF SUBSTITUTE SERVICES.

These limitations apply regardless of legal theory and even if ProWorks was advised that such damages were possible, except where applicable law does not permit such limitation.

34.1 Aggregate liability cap

Unless applicable Product Terms or a separate written agreement provide a different cap, and to the maximum extent permitted by law, ProWorks Inc.'s aggregate liability arising from or relating to these Terms or the applicable Services will not exceed the greater of (a) the amount you paid directly to ProWorks for the affected Service during the twelve (12) months immediately preceding the event giving rise to the claim, or (b) US $100 where you used only free Services.

This limitation does not apply to liability that cannot lawfully be limited. Product Terms may establish different liability caps appropriate to a specific product.

34.2 Essential basis of the agreement

The disclaimers and limitations in these Terms are an essential basis of the agreement between you and ProWorks. They apply to the maximum extent permitted by applicable law even if a limited remedy fails of its essential purpose.

Indemnification

To the extent permitted by applicable law, if you use the Services on behalf of a business or organisation, you agree to defend, indemnify and hold harmless ProWorks Inc. and its directors, officers, employees, affiliates and agents from third-party claims, liabilities, damages, judgments, losses and reasonable costs (including reasonable legal fees) arising from:

• your unlawful use of the Services;
• your Customer Content;
• assets you list, manage, transfer or transact;
• violation of third-party rights;
• violation of applicable law;
• fraud or wilful misconduct;
• misuse of integrations;
• unauthorised instructions; or
• material breach of these Terms or applicable Product Terms.

This obligation does not apply to the extent a claim results from ProWorks' own conduct for which indemnification cannot legally be required. ProWorks will notify you of a claim for which indemnity is sought, may participate in the defence with its own counsel, and you may not settle a claim in a way that imposes obligations on ProWorks without its written consent.

Consumer Rights and No Professional Advice

Nothing in these Terms waives or limits rights that cannot lawfully be waived under applicable consumer-protection law. If you are a consumer in a jurisdiction providing mandatory statutory protections, those protections continue to apply notwithstanding any contrary provision.

Unless expressly stated otherwise, information made available through ProWorks is general information and does not constitute professional legal, financial, tax, accounting, regulatory, engineering or investment advice. You remain responsible for obtaining qualified advice where appropriate.

Electronic Communications

You agree that ProWorks may provide contractual and service-related communications electronically, including by email, account interfaces, website notices, dashboard notices and in-product messages. Electronic notices satisfy written-notice requirements to the extent permitted by applicable law.

Changes to These Terms

ProWorks may update these Terms to reflect changes to the Services, new products, legal requirements, security considerations, operational changes, regulatory developments or business changes.

The current version is published at https://www.pro.works/terms, and the “Last Updated” date identifies the most recent revision. Where a change materially affects existing users or paid Services, ProWorks may provide additional notice where appropriate or required by law. Where applicable law requires affirmative acceptance of a material change, ProWorks will request that acceptance.

Governing Law, Jurisdiction and Dispute Resolution

39.1 Governing law

These Terms and any dispute arising from or relating to them are governed by the laws of the State of Wyoming, United States of America, without regard to its conflict-of-laws principles. This does not deprive consumers of mandatory protections available under the law of their habitual residence where those protections cannot lawfully be waived.

39.2 Jurisdiction and venue

Subject to any mandatory rights available under applicable law, disputes arising from or relating to these Terms or the Services are subject to the exclusive jurisdiction of the state courts located in Natrona County, Wyoming, or the United States District Court for the District of Wyoming where federal jurisdiction exists. You and ProWorks consent to personal jurisdiction and venue in those courts.

39.3 Informal dispute resolution

Before commencing formal proceedings, you and ProWorks are encouraged to attempt to resolve the dispute in good faith. You may send a dispute notice to hello@pro.works describing the nature of the dispute, relevant account information, the relief requested and supporting information. Nothing in this section prevents either party from seeking urgent injunctive or equitable relief.

39.4 No mandatory arbitration or class-action waiver

These general Terms deliberately do not impose a mandatory arbitration agreement or a general class-action waiver. A specific ProWorks product may establish an appropriate dispute-resolution framework through Product Terms where legally permitted, and any such terms will apply only after being properly disclosed and accepted.

39.5 Limitation on time to bring claims

To the extent permitted by applicable law, any claim arising from or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues, otherwise it is permanently barred. This does not apply where applicable law prohibits shortening the limitation period, including for certain consumer claims.

39.6 Injunctive relief

Unauthorised use of intellectual property, confidential information, security systems, infrastructure, credentials or protected technology may cause harm that cannot be adequately remedied by monetary damages alone. Where legally appropriate, either party may seek injunctive or equitable relief.

Force Majeure

ProWorks is not responsible for delay or failure caused by events beyond its reasonable control, including natural disasters, severe weather, fire, flood, earthquake, war, terrorism, civil unrest, governmental action, sanctions, labour disruption, internet or telecommunications outages, widespread cloud failures, registry failures, utility failures, cyberattacks, epidemics, pandemics and comparable events. This does not excuse obligations that applicable law does not permit to be excused.

General Provisions

41.1 Assignment

You may not assign or transfer these Terms without ProWorks' prior written consent, except where applicable law provides otherwise. ProWorks may assign these Terms in connection with a merger, acquisition, restructuring, corporate reorganisation, sale of assets, financing or transfer of the relevant business, subject to applicable law.

41.2 Severability and waiver

If a provision is determined to be invalid, unlawful or unenforceable, it will be enforced to the maximum extent permitted or modified as necessary, and the remaining provisions remain in effect. Failure to enforce a provision is not a waiver of it or of any other right; a waiver is effective only when expressly made by an authorised party.

41.3 No third-party beneficiaries

Except where expressly stated, these Terms do not create enforceable rights for persons who are not parties to them.

41.4 Relationship of the parties

These Terms do not create a partnership, joint venture, employment relationship, fiduciary relationship, franchise, agency relationship or exclusive business relationship between you and ProWorks merely because you use the Services. Neither party may bind the other except where expressly authorised.

41.5 Entire agreement and order of precedence

These Terms, together with applicable Product Terms, order forms, Acceptable Use Policies, Data Processing Agreements, Service Level Agreements, privacy notices and other expressly incorporated agreements, constitute the agreement between you and ProWorks regarding the relevant Services.

Unless a written agreement expressly provides otherwise, conflicts are resolved in this order:

• an executed enterprise or negotiated agreement;
• an applicable order form;
• applicable Product Terms;
• an applicable Service Level Agreement or transaction-specific rules;
• these Terms of Service; and
• policies incorporated by reference.

A more specific document governs over a general document concerning the specific subject it addresses.

41.6 Interpretation

Section headings are for convenience only and do not affect interpretation. “Including” and “include” mean “including without limitation”. These Terms will not be construed against a party merely because that party drafted them.

41.7 US Government end users

The Services are “commercial products” consisting of “commercial computer software” and “commercial computer software documentation” as those terms are used in applicable United States federal acquisition regulations. Any use, duplication or disclosure by or on behalf of the United States Government is subject solely to the rights granted in these Terms and applicable Product Terms.

41.8 Language

These Terms may be translated for convenience. Unless applicable law requires otherwise, the English-language version controls in the event of inconsistency.

Product-Specific Agreements

For clarity, certain ProWorks businesses will require substantial additional agreements before commercial launch, including:

Work Domains

Domain registration agreement, registration policies, renewal and expiration terms, and applicable registry and ICANN requirements.

Domain Work

Platform terms, integration terms, API terms and infrastructure-access provisions.

DNS Care

Service terms, acceptable use policy, technical service commitments and an applicable service level agreement.

Server Storage

Infrastructure service terms, provider-integration provisions, security requirements and an applicable service level agreement.

Buy/Sale

Marketplace terms, buyer terms, seller terms, transaction rules, transfer procedures and payment or escrow-related provisions.

Buy/Auction

Auction terms, bidder rules, seller rules, settlement requirements and transaction procedures.

PayQuest

Payment and billing terms, processor-specific provisions, transaction terms and applicable compliance requirements.

PostCare

Product-specific service and support terms.

Nothing in these general Terms eliminates the requirement for applicable Product Terms.

Current Development Status

Certain products displayed through Pro.Works are currently in development. Their presence on this website communicates what ProWorks is building, the problems those products are intended to address, potential functionality and the direction of the portfolio. Such descriptions are subject to change as engineering, commercial, security, regulatory and operational requirements develop.

Contact and Legal Notices

Questions concerning these Terms may be directed to:

ProWorks Inc. Casper, WY United States of America

Website: https://www.pro.works

Email: hello@pro.works

Formal legal notices to ProWorks should be sent using the contact details published by ProWorks. Where a separate written agreement specifies a formal notice procedure, that procedure controls. If formal postal correspondence is required, our applicable registered or mailing address may be provided on request.

Governing Entity

Unless a specific product identifies another contracting entity in applicable Product Terms, these Terms are issued by:

ProWorks Inc. Casper, WY United States of America

ProWorks Inc. operates the corporate website www.pro.works.