Terms of Use

Last updated: August 22, 2025

Welcome and thank you for your interest in Proaction, Inc. ("Proaction", "Company", "we", "us" or "our"). This Terms of Use Agreement ("Terms of Use", and together with any applicable Supplemental Terms (as defined in Section 1.3 (Supplemental Terms)), the "Agreement") describes the terms and conditions that apply to your use of (i) the website located at www.proaction.com and its subdomains (collectively, the "Website"), (ii) our web application, and (iii) any mobile application(s) that we offer subject to this Agreement (each, an "Application"), and your purchase and use of our software, services, and other resources available on or enabled via our Website or any Application, including, without limitation, our fleet maintenance management tool known as "Proaction."

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF AN APPLICATION AND APPLIES TO ALL USERS VISITING OR ACCESSING THE WEBSITE. BY ACCESSING OR USING AN APPLICATION IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE "I ACCEPT" BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, BROWSING THE WEBSITE OR ACCESSING THE APPLICATION, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH COMPANY, (3) YOU ARE NOT BARRED FROM USING THE APPLICATION UNDER THE LAWS OF THE UNITED STATES, YOUR LOCATION OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE APPLICATION.

SECTION 15 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND COMPANY. AMONG OTHER THINGS, SECTION 15 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 15 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 15 (ARBITRATION AGREEMENT) CAREFULLY.

1. Use of the Application

Company will make the Application available to you in a form commonly known as Software-as-a-Service, or SaaS, from a hosted computing facility that is remotely accessible by means of an internet connection. All Applications (sometimes referred to herein as the "Service") made available to you are owned exclusively by Proaction and are protected by applicable intellectual property (including copyright) laws. Your right to access and use the Application, in whole or in part, is subject to this Agreement, any Order Form you execute, and our End User License Agreement.

1.1 Application License

Subject to your compliance with this Agreement, Company grants you and your Authorized Users a limited non-exclusive, non-transferable, non-sublicensable, revocable license to use a copy of the Application on one or more Devices that you own or control and use to run such copy of the Application solely for your own personal purposes. For purposes of this Agreement, "Authorized Users" are those members of your company that you authorize to use our Application(s) with respect to the number of vehicles reflected in your account registration, provided that each Authorized User will have his or her own unique login credentials.

1.2 Hosted Services

Subject to the terms and conditions contained in this Agreement, Company hereby grants to you, and your Authorized Users, a non-exclusive, non-transferable right to access the features and functions of the Licensed Application to receive the Hosted Services that you purchase or otherwise subscribe to during the Term, solely for use by you and your Authorized Users in accordance with the terms and conditions herein, at the location specified when you purchase the Application.

1.3 Supplemental Terms

Your use of, and participation in, certain features and functionality of the Application may be subject to additional terms ("Supplemental Terms"). Such Supplemental Terms will either be set forth in the Application or at our Website or will be presented to you for your acceptance when you sign up for access to the supplemental features. If these Terms of Use are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental feature(s).

1.4 Updates

You understand that the Service is evolving. As a result, Company may require you to install updates to the Software or Applications that you have installed on the devices through which you access or use the Application ("Device"). You acknowledge and agree that Company may update the Service with or without notifying you. You may need to update the Application from time to time in order to continue to use the Service. Any future release, update or other addition to the Service shall be subject to this Agreement.

2. Registration

2.1 Registering Your Account

In order to access Application, you may be required to register an account on our Website or one will be created for you by a Company team member ("Account").

2.2 Registration Data

In registering an account on the Service, you shall (i) provide true, accurate, current, and complete information about yourself, your fleet, and your vehicles as prompted by the registration form or inquiries from the Proaction team (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.

2.3 Your Account

Notwithstanding anything to the contrary herein, you are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Application by minors. You may not share your Account or password with anyone, and you agree to notify Company immediately of any unauthorized use of your password or any other breach of security.

3. Data Collected, Protocols and Security

3.1 Types of Data Collected

You acknowledge that the Application collects information about your vehicles and that vehicle data ("Vehicle Data") may be shared with third parties in order to provide you the service offered by the Application. Company has implemented and will maintain reasonable administrative, technical, and physical safeguards reasonably designed to protect personally identifiable information or other personal data contained therein against accidental, unauthorized, or unlawful access, disclosure, destruction, loss, or alteration of any data.

3.2 Storage

Unless expressly agreed to by Company in writing elsewhere, Company has no obligation to store any Vehicle Data for any set period of time. Company has no responsibility or liability for the deletion or accuracy of any Vehicle Data; the failure to store, transmit, or receive transmission of Vehicle Data; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Application.

4. Ownership

4.1 Intellectual Property Rights

You acknowledge that all technology and intellectual property of which our Applications are comprised shall continue to be owned exclusively by Company and its licensors, and you shall obtain no rights with respect thereto. You further acknowledge that the concepts, ideas, technology, and functionality of which the Application is comprised constitute valuable trade secrets of the Company, and you shall not, and shall not permit others to, reverse engineer, decompile or disassemble any of our products for any purpose whatsoever.

4.2 Trademarks

Company's name and all related stylizations, graphics, logos, service marks and trade names used on or with the Service are the trademarks of Company and may not be used without permission in connection with your, or any third-party's, products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.

5. User Conduct and Certain Restrictions

As a condition of use, you agree that you shall not (and shall not permit any third party) to: (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Application or any portion of the Application; (ii) frame or utilize framing techniques to enclose any trademark or logo located on the Application; (iii) use any metatags or other "hidden text" using Company's name or trademarks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Application; (v) use any manual or automated software, devices or other processes to "scrape" or download data from any web pages contained in the Application; (vi) remove or destroy any copyright notices or other proprietary markings contained on or in the Application; (vii) impersonate any person or entity; (viii) interfere with or attempt to interfere with the proper functioning of the Application.

6. System Requirements; Technical Support

6.1 Minimum System Requirements

Company offers its SaaS product through a progressive web-hosted app that works on mobile devices and desktop browsers. For mobile use, Company supports the current and previous major version of the Android and iOS mobile operating system. For desktop use, Company guarantees quality web app performance on only the latest version of the following browsers: Chrome, Safari, Firefox, and Microsoft Edge.

6.2 Technical Support

Company will offer commercially reasonable support during business hours via email, telephone, or other channel designated in your Order Form. Company shall manage any of its updates or upgrades to the software and such may be "pushed out" to the Application from time to time.

7. Third-Party Service Providers

Our Website may contain links to third-party websites ("Third-Party Websites"), applications ("Third-Party Applications") and advertisements for third parties ("Third-Party Ads"). Such Third-Party Services are not under the control of Company. Company is not responsible for any Third-Party Services. Company provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services.

8. Fees and Purchase Terms

8.1 Third-Party Service Provider

The Company uses a third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) and hosting services. If you make a purchase via our Website or Application, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Service Provider.

8.2 Payment

You shall pay all fees or charges ("Fees") to your Account in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable. By providing Company and/or our Third-Party Service Provider with your payment information, you agree that Company and/or our Third-Party Service Provider is authorized to immediately invoice your Account for all Fees due and payable.

8.3 Subscription-Based Service

The Service is made available to you on a subscription or time-limited basis (a "Subscription"). The Fee for a Subscription ("Service Subscription Fee") will be billed at the start of the Subscription and at regular intervals in accordance with your elections at the time of purchase. Company reserves the right to change the timing of our billing.

9. Indemnification

You shall indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following: (i) your use of, or inability to use, the Service; (ii) your violation of this Agreement; (iii) your violation of any rights of another party, including any user; or (iv) your violation of any applicable laws, rules or regulations.

10. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. THE COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE.

11. Limitations of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) THE TOTAL AMOUNT PAID TO COMPANY BY YOU DURING THE THREE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (ii) $100; OR (iii) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.

12. Term and Termination

12.1 Term

The term of this Agreement commences on the date when you accept this Agreement, and continues in full force and effect while you use the Application, unless terminated earlier in accordance with this Agreement.

12.2 Termination of Access by Company

If you have materially breached any provision of this Agreement, or if Company is required to do so by law, Company has the right to, immediately and without notice, suspend or terminate access to the Application.

12.3 Termination by You

Unless stated otherwise in your Order Form, You have thirty (30) days from the Subscription Service Commencement Date, or any Renewal Commencement Date, to cancel such service. If you want to terminate this Agreement, you may do so by notifying Company at any time. Your notice should be sent, in writing, to support@proaction.com.

13. Arbitration Agreement

Please read this section carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Subject to the terms of this Arbitration Agreement, you and Company agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Application will be resolved by binding arbitration, rather than in court, except that: (i) you and Company may assert claims or seek relief in small claims court if such claims qualify; and (ii) you or Company may seek equitable relief in court for infringement or other misuse of intellectual property rights.

14. General Provisions

14.1 Electronic Communications

The communications between you and Company may take place via electronic means. For contractual purposes, you (i) consent to receive communications from Company in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing.

14.2 Governing Law

THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF IOWA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.

14.3 Entire Agreement

The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

Contact Us

If you have any questions, complaints or claims with respect to the Application, please contact us at: support@proaction.com