ProHub User Agreement
This prohub user agreement, as may be updated per section 5 (this “Agreement”), is a legal, binding agreement between the User (“User” or “You”) accessing the ProHub developer tool (“ProHub”) and Erthos, Inc., a Delaware corporation, with a place of business at 740 South Mill Avenue, Suite 210, Tempe, AZ, 85281, USA, on behalf of itself and its affiliates and suppliers (collectively, “Erthos”, “We”, “Us”). By clicking “I accept” or proceeding to access and/or use ProHub or materials and estimates generated thereby (“product”), you are indicating that you have read, understand, and accept this agreement, and that you agree, on behalf of yourself and/or any entity which you represent, to be bound by its terms and conditions. If you do not agree with all of the terms of this agreement, do not proceed to access or use ProHub. The “effective date” of this agreement shall be the date you accept this agreement as set forth above.
1. Ownership and Identity
a. User. As a condition precedent to the acceptance of this Agreement and the use of ProHub and its Generated Materials (defined below), you agree that you are 18 years of age or older, will only register accounts and access ProHub on your own behalf or on behalf of an entity as an authorized representative, and will not provide false or deceptive information regarding yourself or whom you represent; if you are entering this agreement on behalf of an entity (including, without limitation, your employer) as an authorized representative, you represent and warrant that (i) you are authorized to bind such entity to this Agreement and (ii) that this Agreement shall apply to and bind any other User authorized by such entity to use ProHub. You must provide complete, accurate, and truthful information and update the registration information promptly if there are any changes. Users are responsible for: (1) maintaining the confidentiality of login credentials, and (2) for all activities, usage, and activity that occur under their User account including use or activity by any third party they authorize or invite to access, use, or connect to their account. User may not assign or transfer an account to any other person or entity without Erthos’ prior written permission. You agree that Erthos is not responsible for third‑party access to your account that results from the theft or misappropriation of your login credentials.
b. ProHub. ProHub and the Generated Materials (defined below) are the property of Erthos. Subject solely to the express license granted by Erthos under Section 2.a of this Agreement, as between the parties, Erthos reserves and retains all right, title, and interest in and to and sole and exclusive ownership of (i) ProHub and the systems and code within it, (ii) any materials generated thereby, including, but not limited to, estimates, data, reports, and information (“Generated Materials”) and (iii) all Intellectual Property Rights (defined below) relating thereto. “Intellectual Property Rights” means any and all intellectual property rights in any part of the world, whether registered or unregistered, and all registrations, applications, renewals, extensions, and other government issued indicia of ownership thereof, including, but not limited to, rights comprising or relating to: (a) patents, patent disclosures and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with the goodwill associated therewith; (c) copyrights and copyrightable works (including, but not limited to, computer programs), and rights in works of authorship, data and databases; (d) trade secrets, know-how and other confidential information; and (e) all similar or equivalent rights or forms of protection. Erthos expressly does not grant User hereunder the right to use or display any trademark, service mark, product name, trade name, or logo appearing on ProHub or the Generated Materials without Erthos’ prior written consent.
2. License Grant
a. License. Subject to the terms and conditions of this Agreement, Erthos hereby grants User a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use ProHub per these terms and the Generated Materials. Erthos may terminate this license and this Agreement at any time for any reason. Further, this Agreement, accessible at https://erthos.com/prohub-user-agreement shall be subject to the Erthos Privacy Policy located https://erthos.com/legal.
b. Restrictions and Limitations. User shall not, and shall not permit others to: (a) modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of ProHub or Generated Materials; (b) reverse engineer, disassemble, decompile, decode or adapt ProHub or Generated Materials, or otherwise attempt to derive or gain access to the ProHub source code, in whole or in part; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available ProHub or Generated Materials; (d) share any access rights to any third parties, or (e) remove any copyright or other Intellectual Property Rights notices from ProHub or Erthos; any violation of the foregoing is a breach of this Agreement. No other right is granted to User to use ProHub for any purpose other than that expressed herein, and nothing herein shall be construed as granting, by implication, waiver, estoppel, or otherwise to User or any third party any Intellectual Property Rights or other right, title, or interest in or to any of ProHub or Generated Materials.
c. Feedback. User agrees to notify Erthos of any errors or deficiencies in ProHub or the Generated Materials and may, in its sole discretion, make suggestions for improvements, enhancements, features and other information regarding ProHub or the Generated Materials (collectively, “Feedback”). User hereby grants Erthos a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully‑transferable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) under all of User’s Intellectual Property Rights in such Feedback, for Erthos to use and exploit such Feedback in any manner and for any purpose. User acknowledges that Erthos may or may not incorporate Feedback into ProHub or Generated Materials at ProHub’s sole discretion without restriction and without compensation to User. You further acknowledge that Erthos has the right to monitor access or use of ProHub for the purpose of operations and improvement (including, without limitation, for security analysis, fraud prevention, risk assessment, troubleshooting, and customer support purposes), to ensure your compliance with this Agreement and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency, or other governmental body.
d. Open-Source Components. Any use of software component that is subject to any open-source copyright license agreement (“Open-Source Components”) under this Agreement will be governed by, and subject to, the terms and conditions of the applicable open-source license (“Open-Source License”). User may also request in writing that Erthos provide a list of the Open-Source Components. Customer agrees to comply with the terms and conditions of the Open-Source Licenses.
e. Data Handling. You acknowledge and agree that Erthos is authorized to share any information you submit to ProHub with its subsidiaries, affiliates, services providers, financing sources, board of directors, and business partners (including but not limited to, insurance carriers) for Erthos’ internal purposes. For the avoidance of doubt, Erthos is not responsible for independently verifying information provided by you in connection with ProHub.
3. Indemnification
User shall defend, indemnify, and hold harmless Erthos and its officers, directors, employees, shareholders, customers, agents, successors, and assigns from and against any and all loss, damage, settlement, costs, or expense (including legal expenses and expenses of other professionals), resulting from, arising out of, or relating to: (1) your access to or use of ProHub or the Generated Materials, (2) your violation of this Agreement, (3) your breach of your representations and warranties provided under this Agreement, or (4) the infringement by you, or any third party using your account, of any Intellectual Property rights or other right of any person or entity. Erthos reserves the right, at your expense, to assume the exclusive defense and control of any matter for which User is required to indemnify Erthos, obtain its own counsel, and you agree to cooperate with Erthos’ defense of these claims. Under no circumstances shall User enter into any settlement that involves an admission of liability, negligence, or other culpability of Erthos or requires Erthos to contribute to the settlement without Erthos’ prior written consent.
4. Erthos's Disclaimers and Waivers
a. ProHub and the generated materials are provided on an “as is, where is” basis. Erthos expressly disclaims all warranties, whether express, implied, or statutory, as to any aspect of ProHub or the generated materials, its operation, maintenance, or support thereof, including all warranties of merchantability, fitness for a particular purpose, design, condition, capacity, performance, title, and non-infringement of third-party rights. Erthos does not warrant that ProHub or the generated materials will be error‑free, free of viruses, or other harmful components, that defects will be corrected, or that they will always be accessible. Erthos does not warrant or represent that the generated materials or content available on or through ProHub will be correct, accurate, timely, or otherwise reliable. Erthos expressly reserves the right to change, suspend, modify, or discontinue any of ProHub or the generated materials or content within. Except as required by law, Erthos has no obligation to retain or provide you with copies of any user content entered into ProHub or the generated materials.
b. Erthos disclaims all responsibility for any loss, injury, claim, liability, or damage of any kind resulting from, arising out of, or in any way related to the use of ProHub or the generated materials, including in connection with any errors or omissions therein. Erthos will not be liable for any special, direct, indirect, incidental, punitive, or consequential damages, lost profits, lost revenue, lost business opportunities, loss of data, or reputational damages (e.g., offensive or defamatory statements) of any kind whatsoever (including, without limitation, attorneys’ fees) in any way due to, resulting from, or arising in connection with this agreement, the use of or inability to use ProHub or the generated materials.
5. Updates
Erthos reserves the right to update, modify, and maintain ProHub. Further, Erthos reserves the right to make changes to this Agreement and its terms and conditions at any time by updating this page with any such changes, while indicating the effective date of those changes. You acknowledge and agree that it is the responsibility of the User to periodically review this Agreement and its terms and conditions to familiarize yourself with any modifications. By continuing to access and use ProHub after those changes become effective, you consent and agree to be bound by the revised terms and conditions.
6. Notices
You understand that by registering with ProHub, you may receive regular updates, marketing, and other communications regarding ProHub products and services, as well as similar communications from Erthos. You agree that Erthos will provide notices and messages to you via the contact information you provide us (e.g., email, mobile number, physical address).
7. Termination
a. Term and Termination. This Agreement shall be effective as of the Effective Date and shall continue until either party provides written notice of termination to the other. Erthos reserves the right to terminate (or temporarily suspend, at Erthos’ sole discretion) User access for any reason and bar re-enrollment or alternative enrollment for any User or its affiliates or subsidiaries (including, but not limited to, for violations of this Agreement). User shall provide written notice of termination to Erthos upon the occurrence of any of the following events: (a) a receiver is appointed for User or its property; (b) User makes a general assignment for the benefit of its creditors; (c) User commences, or has commenced against it, proceedings under any bankruptcy, insolvency, or debtor’s relief law, which proceedings are not dismissed within sixty (60) days; or (d) User is liquidated or dissolved.
b. Effect of Termination. Upon termination of this Agreement, for any reason, User shall immediately discontinue all use of ProHub.
c. Survival. The rights and obligations of the parties set forth in this Agreement which by their express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration; such terms include (bit are not limited to) Section 2 (License Grant), Section 4 (Erthos’ Disclaimers and Waivers), Section 8 (Export and Compliance), Section 9 (Governing Law and Venue), and Section 10 (Miscellanea).
8. Export and Compliance
a. Export. User acknowledges that the laws and regulations of the United States may restrict the export and re-export of certain commodities and technical data of United States origin, including components of ProHub. Without limiting the foregoing, (i) User represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) User shall not permit access or use of ProHub or the Generated Materials in violation of any U.S. export embargo, prohibition, or restriction.
b. Government Users. ProHub is a “commercial computer software” product as that term is described in DFAR 252.227-7014(a)(1). If User is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of ProHub or the Generated Materials, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 and 12.11 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. ProHub was developed fully at private expense. All other use is prohibited.
9. Governing Law and Venue
Any claim or dispute arising out of or relating to this Agreement or your use or attempted use of ProHub and/or the Generated Materials, shall be governed by and construed in accordance with the laws of the State of Arizona, without giving effect to its conflicts of laws provisions. By accessing and using ProHub and entering into this Agreement, you submit to the exclusive personal jurisdiction of the appropriate state or federal courts situated in Maricopa County, Arizona in any proceeding relating to any such claim or dispute. The English language version of this Agreement shall govern.
10. Miscellanea
a. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
b. No offer or additional agreement. The Generated Materials and their provision by Erthos are in no way an offer or an agreement to enter into contract, agreement, or transaction and may not be relied upon for any such purpose; any contract, agreement, or transaction related to the Generated Materials shall only be formed by the negotiation and execution by an authorized representative of each party thereto of a definitive, final agreement.
c. Merger. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and merges all prior discussion between them.
d. Notice. Any notice required or permitted by this Agreement will be in writing and will be sent by prepaid, registered or certified mail, return receipt requested, addressed to the other party at the address (i) shown at the beginning of this Agreement, with respect to notices to Erthos, and (ii) to User’s address set forth when registering, or (iii) at such other address for which such party gives notice hereunder. Such notice will be deemed to have been given when delivered or, if delivery is not accomplished by some fault of the addressee, when tendered.
e. Assignment. User may not transfer or assign its rights or obligations under this Agreement without the prior written consent of Erthos; any attempted transfer or assignment in violation hereof will be void ab initio. Subject to the foregoing sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assigns. Erthos may assign or otherwise transfer this Agreement and all rights hereunder in connection with any corporate reorganization, merger, or sale of assets to which this Agreement relates.
f. Waivers. The failure of either party to enforce at any time any of the provisions of the Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the validity of either party to enforce each and every such provision thereafter.
g. Severability. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect. The parties agree to renegotiate in good faith any term held invalid and to be bound by the mutually agreed substitute provision.
