Terms & Conditions for JSN
Effective Date: 11/17/2025
Last Updated: 11/17/2025
These Terms & Conditions (the "Terms") constitute a legally binding agreement between you ("User," "Vendor," or "you") and Pro RFP Inc., a Delaware corporation with its registered office at 221 N. Broad Street, Suite 3A, Middletown, DE 19709, acting through its officers, directors, employees, agents, contractors, and affiliates (collectively, the "Ownership Team"), regarding your access to and use of the Janitorial Subcontractor Network, including all websites, applications, tools, features, directories, data systems, communication modules, AI-driven processes, and any other services or materials provided (collectively, the "Platform" or "JSN").
By accessing, visiting, navigating, interacting with, or using any component of JSN—including but not limited to creating an account, initiating registration, uploading information, submitting documents, viewing listings, or continuing to use JSN after any update—you irrevocably acknowledge, accept, and agree to be bound by these Terms in full and without modification.
Your acceptance occurs automatically and electronically, without the need for any physical or handwritten signature.
Your continued use of JSN constitutes ongoing acceptance of all current and future versions of these Terms.
If you do not agree to ALL of these Terms:
- You are not authorized to access or use JSN in any way;
- You must immediately discontinue access, close your browser, and refrain from creating or maintaining an account;
- Any continued use—intentional or accidental—will be deemed full and unconditional acceptance of these Terms.
No individual or entity may use JSN unless they consent to be legally bound by these Terms and all incorporated policies, disclaimers, and conditions.
1. ELIGIBILITY & AUTHORITY
To access or use JSN in any capacity, you expressly represent, warrant, agree, and affirm, on behalf of yourself and any business or entity you represent, that ALL of the following statements are true, complete, accurate, and made under penalty of perjury to the maximum extent permitted by law:
1.1 Age & Legal Competency
You represent and warrant that:
- You are 18 years of age or older;
- You are legally competent to enter into binding contracts;
- You are not restricted by any law, contract, court order, probation, regulatory body, or governmental authority from entering into these Terms.
1.2 Authority to Bind a Business
If you access or use JSN on behalf of a business entity of any type, you further represent and warrant that:
- You are an authorized representative of that business;
- You have full legal authority to bind the business to these Terms;
- All actions you take on JSN are legally attributable to the business;
- Your acceptance of these Terms constitutes acceptance by the business itself.
The Ownership Team shall not be required to verify your authority, and you assume full liability for any false representation of authorization.
1.3 Accuracy, Truthfulness & Completeness of All Information
You represent and warrant that all information, documentation, communications, uploads, and statements you submit to JSN—including business details, insurance documents, compliance materials, references, certifications, addresses, identities, EINs, operational capabilities, and any other data—are:
- True
- Accurate
- Current
- Complete
- Not misleading or omitted in any material way
You further agree that:
- You will immediately update your information within 72 hours of any change;
- You bear sole legal responsibility for incorrect, outdated, misleading, fabricated, or incomplete information;
- The Ownership Team shall have no obligation to verify any data you provide.
1.4 Legal Standing, Licensing & Operational Eligibility
You represent and warrant that:
- Your business is in good standing in all jurisdictions in which it operates;
- You possess all licenses, permits, registrations, and certifications required to legally operate your business;
- You are legally eligible to perform janitorial, facility, maintenance, or specialty services in all locations you list;
- You are not barred or restricted from performing such services by any governmental, regulatory, or legal authority;
- You have no undisclosed legal, safety, regulatory, or compliance violations that would impact your eligibility.
You assume full responsibility for maintaining ongoing compliance with all applicable laws, regulations, and standards.
1.5 Insurance, Safety & Workforce Compliance
You represent and warrant that:
- You maintain all legally required insurance coverage applicable to your services;
- All insurance documentation submitted is valid, unexpired, and accurate;
- Your workforce is properly trained, authorized, and eligible to work;
- You comply with OSHA standards, employment laws, and all safety-related requirements.
1.6 Prohibited Users
You may not use JSN if:
- You are under 18;
- You lack authority to bind a business;
- You are prohibited from performing facility or janitorial services;
- Your business is dissolved, suspended, revoked, or not in good standing;
- You have provided false or fraudulent information;
- You attempt to access JSN for unlawful, harmful, or competitive purposes.
1.7 Ownership Team Discretion (Absolute & Unrestricted)
You acknowledge and agree that the Ownership Team has full, unilateral, unrestricted authority to:
- Approve, deny, limit, or refuse any registration;
- Suspend or terminate accounts at any time, with or without cause;
- Remove, restrict, or modify access to any user, business, or information;
- Require updated documentation at any time;
- Decline to provide reasons for any action taken;
- Conduct compliance reviews, audits, or account evaluations at its discretion.
You further agree that:
- The Ownership Team may act based entirely on its own judgment;
- The Ownership Team is not required to follow any specific procedures;
- You are not entitled to notice, explanation, or appeal regarding account decisions;
- You waive all claims arising from account denial, removal, restriction, or termination.
2. DATA WE COLLECT (INCLUDING EIN)
By accessing or using JSN in any capacity, you grant the Ownership Team full, irrevocable, worldwide, perpetual permission to collect, receive, gather, store, retain, analyze, review, verify, share, process, distribute, and use—without limitation—any and all data, information, or content that you provide, upload, submit, transmit, sync, make accessible, permit to be accessed, or otherwise expose to JSN, whether intentionally or automatically.
This consent applies to all categories of data described below, as well as any future data categories that may be added to JSN.
You waive any expectation of privacy beyond what is required by applicable law.
2.1 PERSONAL INFORMATION
You expressly authorize the Ownership Team to collect, store, and process all personal identifying information you submit, including but not limited to:
- Full legal name
- Personal and business phone numbers
- Personal and business email addresses
- Home, billing, mailing, or office address(es)
- Digital signatures, e-signatures, typed signatures
- Profile photos, headshots, or other identifying imagery
- Any additional identifying information included in uploaded documents
You acknowledge and agree that all personal information submitted through JSN becomes part of your account profile and may be treated as business-related information for the purposes of these Terms.
2.2 BUSINESS INFORMATION
You authorize the Ownership Team to collect, validate, analyze, and store all business-related information you submit, including but not limited to:
- Legal business name
- Employer Identification Number (EIN)
- Business classification (LLC, Corporation, Partnership, Sole Proprietor, etc.)
- Primary service trade(s) or specialty categories
- Company website or online profiles (optional or required fields)
- Years in business
- Industries served (retail, healthcare, banking, office, etc.)
- Geographic regions, states served, service radius
- 24/7 and emergency response capability
- Workforce size, structure, classification, shift availability
- Supervisory staffing
- Background check policies
- Drug screening practices
- Uniform, PPE, and training program details
- Cleaning, disinfection, or specialty service certifications
- Business, operational, and diversity certifications
- Equipment inventory (cleaning machines, floor equipment, etc.)
- Chemical brands, green cleaning capabilities, sustainability compliance
- Safety Data Sheets (SDS) management
- OSHA compliance programs
- Hazard communications, incident reporting, and safety protocols
You understand and agree that all business information submitted to JSN may be used by the Ownership Team for any lawful purpose, including but not limited to verification, analytics, data resale, scoring, partner distribution, and opportunity matching.
2.3 INSURANCE & COMPLIANCE DOCUMENTATION
You authorize the Ownership Team to collect, store, review, interpret, analyze, and validate any and all insurance- and compliance-related documents you provide, including but not limited to:
- ACORD forms
- Certificates of Insurance (General Liability, Workers' Compensation, Auto, Umbrella, or other policies)
- Policy declarations or endorsements
- Licensing proof or regulatory documents
- Capability statements
- Safety manuals, employee handbooks, or SOPs
- Incident reporting procedures
- OSHA or compliance documentation
- Any other document uploaded or transmitted through JSN
You understand and agree that:
- The Ownership Team is not responsible for determining whether your documents meet any client's legal or contractual requirements.
- The Ownership Team may rely on the information you submit without independent verification.
- The Ownership Team may contact your insurance agent(s) or broker(s) directly to validate information or obtain updated policies.
- The Ownership Team may retain copies of all documents indefinitely unless prohibited by law.
2.4 FINANCIAL & PAYMENT INFORMATION (LIMITED COLLECTION)
JSN does not collect sensitive banking details such as account numbers or routing numbers.
However, you expressly authorize the Ownership Team to collect, store, review, analyze, and use the following non-sensitive, business-level information:
- Annual revenue range (not specific financial statements)
- Years in business
- Whether your business accepts Net 60 payment terms
- Preferred payment method (ACH, Wire, or Check — without requiring account/routing information)
- Business remittance email address
You acknowledge and agree that:
- Your EIN IS collected for identity, verification, compliance, and data-matching purposes.
- Revenue ranges and payment preferences may be shared with buyers, primes, partners, or third-party networks.
- Your payment preference does not constitute a payment arrangement or a guarantee of being paid by any party.
2.5 AI, AUTOMATION & MACHINE-DRIVEN DATA EXTRACTION CONSENT
You expressly grant the Ownership Team full permission to use automated tools, including but not limited to:
- Artificial Intelligence (AI)
- Machine Learning (ML)
- Document parsing systems
- OCR (Optical Character Recognition)
- Natural Language Processing tools
- Data extraction algorithms
- Automated compliance and policy scanners
These systems may:
- Read, analyze, parse, and interpret uploaded documents
- Extract data fields (policy limits, numbers, dates, classifications, coverage types, etc.)
- Auto-fill system fields
- Validate documentation against platform requirements
- Score or categorize your business for internal or external purposes
- Match your information with job opportunities or directory search features
You acknowledge and agree that:
- AI-generated outputs may contain errors
- Extracted information may not reflect exact policy language
- The Ownership Team is not liable for inaccuracies, omissions, false matches, misinterpretations, or automated processing errors of any kind
- You bear full responsibility for reviewing and correcting extracted information
- Your continued use of JSN constitutes acceptance of automated processing risks and outcomes
All AI-processed data is considered valid and authorized for use by the Ownership Team until you submit corrected information in writing.
3. AUTHORIZATION TO CONTACT THIRD PARTIES
By accessing or using JSN in any capacity, you expressly, knowingly, and irrevocably authorize the Ownership Team to contact any third party that may possess information relevant to your business, operations, insurance coverage, compliance status, reputation, or eligibility to participate in JSN. This authorization applies without limitation and includes, but is not limited to:
- Insurance agents, brokers, underwriters, carriers, and risk managers
- Professional references listed or unlisted
- Past or current clients, vendors, subcontractors, or contracting partners
- Credentialing organizations, certification bodies, and industry registrars
- Local, state, and federal licensing agencies
- Regulatory and compliance bodies (OSHA, state boards, environmental agencies, etc.)
- Background check providers, employment verifiers, or workforce screening agencies
- Any individual or entity identified through your uploaded documents, insurance certificates, websites, public records, or submitted information
This authorization covers any jurisdiction, any contact method, and any individual or organizational representative associated with such third parties.
3.1 Scope of Verification Activities
You authorize the Ownership Team to request, obtain, validate, review, analyze, and retain any information necessary to establish or confirm:
- Insurance status, including active, pending, cancelled, expired, or disputed policies
- Insurance accuracy, including policy limits, endorsements, exclusions, effective/expiration dates, and carrier ratings
- Compliance with legal, regulatory, safety, or industry standards
- Business legitimacy, including corporate standing, licenses, permits, and registrations
- Credential authenticity, including certifications, training records, credentials, and memberships
- Service history, including reliability, workmanship, professionalism, and past issues
- Workforce practices, including background checks, safety training, and drug screening accuracy
- Past performance, including quality, timeliness, incidents, disputes, and any other work-related data
- Any information voluntarily or involuntarily associated with your business
You authorize the Ownership Team to compare, cross-verify, or reconcile your submissions with data obtained from third parties or public sources.
3.2 Permission to Request Documents, Records, and Corrections
You grant the Ownership Team full permission—without needing additional approval—to request:
- Updated ACORD forms
- Updated insurance certificates or endorsements
- Loss runs or claims history (if made available by your insurer)
- Licensing confirmations
- Historical or current compliance documents
- Business registration records
- Reference checks and performance evaluations
- Written or verbal confirmations regarding any submitted information
You agree the Ownership Team may request these materials:
- At any time
- As often as deemed necessary
- With or without notice to you
You agree that failure to provide requested information or documentation promptly may result in account suspension or permanent removal.
3.3 Authorization to Obtain Unfiltered Information
You expressly authorize third parties to release full and unfiltered information to the Ownership Team, including:
- Negative information
- Complaints or disputes
- Compliance violations
- Payment issues
- Claims filed
- Policy cancellations
- Performance concerns
- Prior contract failures
- Workforce conduct issues
- Safety incidents
You waive any claim that such disclosures:
- Violate your privacy
- Defame your business
- Harm your reputation
- Create liability for the Ownership Team or any third party
3.4 No Limitation on Quantity, Frequency, or Scope
You agree that:
- The Ownership Team may contact third parties as often as desired,
- Using any method (phone, email, automated systems, written correspondence, or electronic verification tools),
- Across any timeframe,
- For any reason connected to JSN.
There is no limit on the number of verification attempts.
3.5 No Liability for Verification Activities
You acknowledge and agree that:
- Verification attempts may be delayed, incomplete, inaccurate, or inconclusive.
- Third parties may refuse to cooperate, provide incomplete information, or provide negative information.
- The Ownership Team is not responsible for:
- Errors or inaccuracies in third-party data
- Delays in obtaining verification
- Third-party refusal to cooperate
- Misinterpretations or mistakes made by third parties
- Any consequences you suffer as a result
You waive all claims against the Ownership Team related to:
- Information obtained from third parties
- Information not obtained from third parties
- The manner or method of verification
- Any decisions made based on third-party input
3.6 Impact on Your Account Status
You understand and agree that:
- Any negative, conflicting, missing, incomplete, unverifiable, or concerning information obtained from third parties may result in:
- Account denial
- Suspension
- Removal
- Loss of JSN certification
- Limited visibility in the directory
- Loss of eligibility for opportunities
- Requirement to submit additional documentation
The Ownership Team has full and absolute discretion to make these determinations.
3.7 Irrevocable Consent
Your authorization under this Section 3:
- Is irrevocable while your account is active
- Survives account termination for as long as legally allowed
- Applies to all data previously provided
- Continues with respect to any historical data or documentation associated with your JSN profile
You cannot withdraw this consent without permanently deleting your account (subject to any retention periods required by law).
4. RIGHT TO SHARE, SELL, LICENSE, AND COMMERCIALIZE YOUR DATA
By creating an account, submitting information, uploading documents, or using JSN in any capacity, you expressly, knowingly, voluntarily, and irrevocably grant the Ownership Team full, perpetual, worldwide, royalty-free, assignable, sublicensable, transferable, and unlimited rights to use, share, disclose, distribute, transmit, sell, resell, license, sublicense, publish, aggregate, commercialize, and create derivative works from any and all data or content that you provide, upload, submit, transmit, or authorize to be accessed through JSN.
This authorization applies without limitation to all business data, operational data, service data, profile data, EINs, documents, personal identifiers used for business purposes, insurance information, certifications, training details, and any other content submitted or linked to your profile.
4.1 RIGHT TO SHARE YOUR DATA WITH THIRD PARTIES
You grant the Ownership Team unrestricted authority to share your data—with or without notice—with any third party, including but not limited to:
- National, regional, and local facility service buyers
- Retail chains, healthcare systems, banks, educational institutions
- Prime contractors and subcontracting networks
- Credentialing, compliance, and verification partners
- Financial partners (including Plex Capital, after JSN certification)
- Insurance verification vendors
- CRM, communication, or marketing partners
- AI, machine-learning, and analytics vendors
- Technology integrators and platform partners
- Data warehouses and enterprise systems
- Potential clients, procurement teams, and opportunity distributors
- Any organization evaluating your business for work, compliance, or risk
You understand and agree that such sharing may include:
- Business details
- EIN
- Capabilities
- Certifications
- Coverage areas
- Workforce data
- Insurance information
- Historical performance indicators
- Any data extracted from uploaded documents
4.2 RIGHT TO SELL, LICENSE, OR OTHERWISE COMMERCIALIZE YOUR DATA
You grant the Ownership Team full authority to sell, license, sublicense, lease, exchange, distribute, transfer, or commercially exploit your business data in any form, including but not limited to:
- Lead generation products
- Data-driven marketplaces
- Industry benchmarking tools
- Commercial data exchanges
- Aggregated industry datasets
- Market insights and analytics products
- AI training datasets
- Partner directories
- Third-party contracting databases
- Sales prospect datasets
- Credit, risk, or compliance scoring products
- Industry/trade publications and analyses
This includes your:
- Business name
- EIN
- Services offered
- Capabilities
- Equipment lists
- Certifications
- Coverage areas
- Workforce abilities
- Operational or compliance posture
- Experience details
- Uploaded documentation and extracted data
You waive any right to refuse or restrict the commercialization of your data.
4.3 RIGHT TO PUBLICLY DISPLAY YOUR INFORMATION
You grant the Ownership Team full permission to publicly display any business-related information you submit, including but not limited to:
- Business name
- Logo
- Service categories
- Coverage areas and states served
- Years in business
- Industries served
- Certifications, badges, and credentials
- Photos, videos, and media assets
- Workforce capabilities
- Equipment inventory
- Training or compliance statements
- Insurance qualifications (coverage types, NOT policy numbers)
- Any information extracted from publicly displayed materials
Public display may occur:
- On JSN
- On partner directories
- On public or private marketplaces
- On affiliate platforms
- In marketing materials
- In industry reports
- In data products sold to third parties
You acknowledge that information made public may be indexed by search engines and accessible indefinitely.
4.4 RIGHT TO INTERNAL USE OF YOUR DATA
You authorize the Ownership Team to use your data internally for any business, operational, or developmental purpose, including but not limited to:
- Analytics
- Machine learning and AI model training
- Algorithmic opportunity-matching
- Risk scoring
- System optimization
- Performance evaluation
- Fraud detection
- Identity verification
- Compliance assessment
- Insurance and credential validation
- Market benchmarking
- Geographic or capability mapping
You acknowledge that internal processing may materially transform your data into derivative datasets, metadata, or intelligence products.
4.5 RIGHT TO CREATE DERIVATIVE WORKS FROM YOUR DATA
You grant the Ownership Team full rights to:
- Modify your data
- Combine your data with other datasets
- Normalize, aggregate, or anonymize your data
- Generate analytics or scoring models
- Train AI systems on your data
- Create new commercial products derived from your data
You agree that all derivatives are the exclusive property of Pro RFP Inc. without exception.
4.6 Sublicensing & Transfer Rights
You authorize the Ownership Team to:
- Transfer your data rights to any successor entity
- Assign data rights during corporate restructuring, mergers, acquisitions
- Sublicense your data to partners, affiliates, or market integrators
Your rights do not transfer with your account and cannot be revoked.
4.7 Irrevocability & Survival
Your authorization to share, commercialize, license, and use your data:
- Is irrevocable, even if you delete your account
- Survives account termination
- Survives changes in ownership of JSN
- Applies to all data previously submitted
- Applies retroactively and prospectively
- Cannot be withdrawn or limited
- Remains valid for the maximum period permitted by law
4.8 WAIVER OF COMPENSATION, ROYALTIES, AND CLAIMS
You expressly waive:
- Any right to compensation
- Any right to royalties
- Any right to accounting
- Any right to notice regarding data sales
- Any right to withdraw or restrict consent
- Any right to bring claims related to:
- Privacy
- Commercial use
- Data value
- Loss of data value
- Misuse or inaccurate use of data
- Misinterpretation or modification of data
- Harm caused by third-party access
- Data used for AI or automated decisioning
You further waive any claim that:
- Selling or licensing your data violates your rights
- Shared data caused reputational or professional harm
- Data commercialization constitutes misuse, negligence, or wrongdoing
These waivers survive account termination indefinitely.
5. MEMBERSHIP FEES, BILLING & PAYMENT TERMS
By registering for JSN and selecting JSN Certified Membership, you acknowledge, agree, and authorize the following:
5.1 Recurring Membership Fee
JSN Certified membership is billed at $9.95 per month, or at such revised rate as may be implemented by the Ownership Team.
This fee:
- Is automatically charged every month on a recurring basis
- Continues indefinitely until cancelled by you or terminated by the Ownership Team
- Is charged in advance for the upcoming billing period
5.2 Stripe as the Exclusive Payment Processor
All payments made through JSN are processed exclusively through Stripe, Inc. ("Stripe").
By subscribing, you:
- Authorize Pro RFP Inc. and the Ownership Team to transmit your payment information to Stripe
- Agree that Stripe may store, update, and charge your payment method
- Accept Stripe's separate Terms of Service and Privacy Policy
- Acknowledge that Stripe—not Pro RFP Inc.—processes, stores, and transmits payment data
- Agree the Ownership Team is not liable for any Stripe actions, errors, delays, disputes, fees, investigations, outages, or processing failures
You further agree that:
- Stripe's classification of your business or payment method is final
- Stripe may decline, suspend, or reverse charges at its sole discretion
- Any fees charged by Stripe, your bank, or your card issuer are solely your responsibility
5.3 Non-Refundable Fees (Strict & Absolute)
All membership fees are 100% non-refundable, including but not limited to:
- Fees paid prior to account denial
- Fees paid during periods of suspension, limitation, or investigation
- Fees paid during outages, downtime, bugs, or maintenance
- Fees paid prior to removal or termination
- Fees paid for months in which you do not use the platform
- Fees paid due to user error, duplicate accounts, or mistaken subscriptions
- Fees processed successfully by Stripe
You waive all rights to:
- Refunds
- Chargebacks
- Credits
- Prorated amounts
- Reversals
- Retroactive cancellation
Any chargeback or payment reversal may result in permanent removal from JSN.
5.4 Authorization for Recurring Billing & Automatic Renewal
By subscribing, you irrevocably authorize the Ownership Team and Stripe to:
- Automatically charge your designated payment method monthly
- Automatically renew your membership each billing cycle
- Automatically reattempt failed charges without limitation
- Automatically update your payment method through your card issuer or Stripe's auto-updater services
This authorization remains valid until:
- You cancel your membership through your account interface, AND
- You receive on-screen confirmation of cancellation
Emailing, calling, or messaging customer support does not constitute cancellation.
5.5 Responsibility for Updating Payment Methods
You are solely responsible for:
- Maintaining an active payment method
- Ensuring the card has sufficient funds
- Ensuring the payment method has not expired
- Updating your payment method before the next billing cycle
- Resolving bank or card-issuer restrictions
The Ownership Team bears no responsibility for failed charges.
5.6 Failed Payments, Account Suspension & Collections
If Stripe is unable to process your payment:
- The Ownership Team may immediately suspend or terminate your account
- Your JSN Certified status may be revoked without notice
- You may lose access to features, visibility, or opportunities
- You remain liable for all unpaid amounts
- The Ownership Team may send unpaid amounts to collections
- You will be responsible for all collection costs, fees, interest, and attorney's fees
Suspended accounts do not stop recurring billing unless properly cancelled by you.
5.7 Price Changes & Billing Adjustments
The Ownership Team may modify pricing at any time, including:
- Increasing or decreasing the subscription fee
- Adding new fee structures
- Introducing add-on costs
- Charging administrative or verification fees
You agree that:
- Continued use of JSN constitutes acceptance of the new pricing
- The Ownership Team may implement pricing changes with or without written notice
- You are solely responsible for reviewing updated Terms and pricing
5.8 No Obligation to Provide Notice
The Ownership Team is not required to notify you of:
- Billing events
- Payment failures
- Renewal dates
- Price changes
- Suspensions
- Terminations
All notices, where provided, are a courtesy—not a legal requirement.
5.9 Certification Revocation Does Not Cancel Billing
If your JSN Certification is revoked, suspended, or terminated due to:
- Incomplete data
- Failed verification
- Non-compliance
- Account investigation
- Misrepresentation
- Negative third-party information
- Insurance or licensing issues
- Ownership Team discretion
You remain responsible for all membership fees previously incurred and no refunds will be issued.
5.10 Survival & Continuing Obligations
Your financial obligations under this section:
- Survive account termination
- Survive cancellation
- Survive removal or delisting
- Survive pricing changes
- Remain enforceable indefinitely to the fullest extent permitted by law
6. USER RESPONSIBILITIES
(Maximum Legal Protection Version)
By accessing or using JSN in any capacity, you acknowledge, agree, represent, and warrant—on behalf of yourself and any business entity you represent—that you assume full and sole responsibility for all activities associated with your business, your workforce, your operations, and your use of JSN. The Ownership Team bears no responsibility or liability of any kind for your conduct, omissions, decisions, or actions.
Your responsibilities include, but are not limited to, the categories described below.
6.1 Responsibility for Your Workforce, Employees & Subcontractors
You are solely responsible for:
- All employees, contractors, subcontractors, laborers, vendors, temps, 1099 workers, or any individuals performing services on your behalf
- Hiring, vetting, background screening, drug testing, training, scheduling, supervision, and discipline
- Ensuring every worker is legally authorized to work in the United States
- Compliance with all labor, wage, hour, payroll, overtime, and classification laws
- Ensuring subcontractors carry proper insurance, credentials, training, and legal eligibility
You agree that:
- Any misconduct, negligence, errors, omissions, or illegal activities by your workforce are legally attributable to you alone
- The Ownership Team has no involvement in your employment practices
- The Ownership Team is not liable for your HR decisions or workforce behavior
6.2 Responsibility for Insurance Coverage & Accuracy
You are fully and exclusively responsible for:
- Maintaining all legally required insurance
- Ensuring policy limits meet industry standards or client requirements
- Ensuring all insurance documentation is accurate, up-to-date, and truthful
- Monitoring expiration dates, renewals, cancellations, endorsements, and gaps in coverage
- Ensuring your subcontractors also meet insurance requirements
You agree that:
- The Ownership Team has no obligation to verify your coverage
- Any insurance mismatch, lapse, error, omission, dispute, or cancellation is entirely your responsibility
- You are solely liable for any losses, claims, suits, or damages caused by inadequate coverage
6.3 Responsibility for Document Validity & Accuracy
You are solely responsible for the accuracy, completeness, truthfulness, and timeliness of all documents you provide, including:
- Insurance certificates
- Licenses
- Certifications
- Safety manuals
- Compliance documents
- Capability statements
- Training records
- Photos, videos, and work verification materials
You acknowledge that:
- Submitting false, misleading, outdated, or altered documentation may result in immediate termination
- The Ownership Team is not liable for any harm caused by your inaccurate or invalid documentation
6.4 Responsibility for Worksite Safety, Risk Management & Legal Compliance
You assume full responsibility for:
- The safety of all worksites where you or your workforce perform services
- Compliance with OSHA, EPA, state, federal, municipal, and industry regulations
- Hazard communication (HazCom)
- SDS documentation
- Proper use of PPE
- Safe chemical handling
- Equipment safety and maintenance
- Ladder safety, fall prevention, and lockout/tagout protocols
- Infection control and bloodborne pathogen compliance (where applicable)
- Reporting and documenting incidents, injuries, property damage, and safety violations
You agree that:
- The Ownership Team has no duty to inspect your worksites
- The Ownership Team has no obligation to prevent or mitigate workplace incidents
- The Ownership Team has zero responsibility for injuries or damages occurring at any jobsite
6.5 Responsibility for Damages, Injuries & Incidents
You assume full legal, financial, and operational responsibility for:
- Property damage caused by you or your workforce
- Bodily injuries to your workers, subcontractors, clients, or third parties
- Theft, loss, breakage, or vandalism
- Slip-and-fall incidents
- Vehicle accidents involving your commercial or non-owned autos
- Environmental or chemical spills
- Contamination, cross-contamination, or sanitation errors
- Any claim, complaint, or lawsuit arising from your operations
You agree that the Ownership Team:
- Is not a party to these incidents
- Bears no responsibility for resolving disputes
- Bears no responsibility for covering damages or losses
- Is not liable for any outcomes tied to your services
6.6 Responsibility for Quality of Services Performed
You are solely responsible for:
- The quality, completeness, and accuracy of all services you perform
- Meeting contract specifications, scope of work, and client expectations
- Resolving client disputes, chargebacks, deductions, or complaints
- Ensuring your work meets industry standards
The Ownership Team does not supervise, manage, instruct, direct, evaluate, or control your work in any form.
6.7 Responsibility for All Contracts Formed Through JSN
You acknowledge and agree that:
- The Ownership Team is not a party to any contracts you enter into with clients, primes, vendors, or partners
- The Ownership Team does not guarantee the legitimacy, solvency, or reliability of any client
- You assume all risk associated with pricing, bidding, negotiation, execution, and performance of contracts
- Any contract dispute is solely between you and the other party
You waive any right to involve the Ownership Team in:
- Payment disputes
- Scope disputes
- Performance disputes
- Litigation or arbitration related to your contracts
6.8 Responsibility for Communication & Verification Requests
You must:
- Respond promptly to all verification requests from the Ownership Team
- Provide updated documents within 72 hours when requested
- Confirm or correct information obtained through AI extraction or third-party sources
- Maintain accurate contact information
Failure to respond may result in immediate suspension or termination.
6.9 Responsibility for Legal, Regulatory & Ethical Compliance
You are solely responsible for complying with:
- All federal, state, and local laws
- Labor laws and wage requirements
- Tax obligations
- Environmental safety regulations
- Industry standards
- Licensing, certification, and registration requirements
- Anti-discrimination and equal opportunity laws
- Anti-bribery, anti-corruption, and procurement ethics standards
You acknowledge that you—not the Ownership Team—are responsible for understanding and fulfilling these obligations.
6.10 Zero Responsibility of the Ownership Team
You acknowledge, understand, and agree that the Ownership Team:
- Does not supervise your work
- Does not employ your workers
- Does not provide training
- Does not assume liability for your business activities
- Does not guarantee job opportunities
- Does not interfere with your customer relationships
- Is not responsible for any operational decisions you make
You agree that all risks associated with your use of JSN rest solely with you.
7. DISCLAIMER: NO GUARANTEE OF OPPORTUNITIES
(Maximum Legal Protection Version)
You acknowledge, understand, and agree that JSN is not a job-placement service, not a staffing agency, not a broker, not a recruiter, not a contractor, and not a guarantor of work, and the Ownership Team provides no promise, warranty, assurance, prediction, representation, or guarantee whatsoever regarding any form of opportunity, engagement, or business outcome.
By using JSN, you expressly agree that all economic and business risks rest solely with you, and that the Ownership Team bears absolutely no responsibility for your ability—or inability—to obtain clients, contracts, or revenue.
Without limitation, you understand and agree that JSN and the Ownership Team do NOT guarantee, warrant, or promise any of the following:
7.1 No Guarantee of Business Opportunities
- Jobs
- Leads
- Contracts
- Referrals
- Invitations to bid
- RFP/RFQ opportunities
- Subcontracting opportunities
- Prime contractor interest
- Client visibility
- Favorable search ranking
- Acceptance by national accounts or partner networks
You acknowledge that all opportunities displayed or referenced on JSN are informational only and may be limited, inaccurate, unavailable, or provided by third parties over which the Ownership Team has no control.
7.2 No Guarantee of Financial or Business Outcomes
The Ownership Team does not guarantee:
- Revenue
- Profitability
- Growth
- Business expansion
- Employee recruitment success
- Funding approval
- Cash flow improvement
- Business stability
- Income of any kind
Your financial outcomes depend solely on your own actions, pricing, decisions, market conditions, and performance.
7.3 No Guarantee of Insurance or Compliance Outcomes
The Ownership Team does not guarantee:
- Insurance approval
- Insurance acceptance by any client
- Broker responsiveness
- Policy verification success
- Compliance approval
- Credential acceptance by primes or national accounts
- Correct interpretation of your insurance documentation
You are solely responsible for your insurance and compliance status.
7.4 No Guarantee of Financial Services Approval
The Ownership Team does not guarantee:
- Factoring approval
- Funding approval
- Capital access
- Creditworthiness evaluation
- Terms or pricing from Plex Capital or any financial partner
Plex Capital and all financial partners operate independently and set their own rules, underwriting criteria, and decisions.
7.5 No Guarantee of AI Accuracy or Data Interpretation
You acknowledge and agree that:
- AI may misread information
- Automated systems may extract incorrect details
- Policy interpretations may be incomplete or inaccurate
- AI-driven matching may produce irrelevant or low-quality results
- Automated scoring may be flawed or imperfect
- AI outputs may be delayed or unavailable
The Ownership Team is not liable for any error, omission, or harm arising from automated or AI-generated content.
7.6 No Guarantee of Platform Functionality or Availability
JSN is provided "AS IS" and "AS AVAILABLE," and the Ownership Team does not guarantee:
- Uptime
- Performance
- Speed
- System reliability
- Data preservation
- Integration uptime (e.g., Stripe, Plex Capital, insurers, CRMs)
- Notification delivery
- Message delivery
- Search accuracy
- Opportunity-matching accuracy
- Account visibility
- Data synchronization
The platform may experience:
- Outages
- Bugs
- Errors
- Glitches
- Maintenance downtime
- Delays
- Interruptions
- Failures caused by third-party vendors
The Ownership Team bears no liability for any such issues.
7.7 No Guarantee of End-User Behavior
The Ownership Team is not responsible for:
- Client responsiveness
- Client honesty or reliability
- Quality of opportunities posted
- Payment timeliness by clients
- Contract fairness or suitability
- Client selection decisions
- Negative or misleading third-party reviews
You enter into relationships with third parties solely at your own risk.
7.8 No Guarantee of Results from Any Specific Feature
You acknowledge that NO feature within JSN guarantees any outcome, including:
- The directory
- Certification badges
- Insurance verification
- AI-enhanced matching
- Search tools
- Messaging systems
- Profile completeness
- Opportunity distribution
- Data analytics
- Lead or matching algorithms
All features are informational, optional, and subject to change at any time.
7.9 No Guarantee of Data Accuracy or Completeness
All information presented on JSN—including third-party data, client data, opportunity descriptions, insurance details, or extracted fields—may be:
- Incomplete
- Outdated
- Inaccurate
- Automatically generated
- Incorrectly interpreted
- Provided by external sources
- Altered due to system limitations
You rely on such information at your own risk.
7.10 Absolute Disclaimer of Warranties
To the fullest extent permitted by applicable law, the Ownership Team expressly disclaims:
- All express warranties
- All implied warranties
- All statutory warranties
- All warranties of merchantability
- All warranties of fitness for a particular purpose
- All warranties of accuracy
- All warranties of reliability
- All warranties arising from course of dealing or usage of trade
No communication from the Ownership Team—written, verbal, electronic, or implied—creates any warranty or guarantee unless explicitly stated in writing and signed by an officer of Pro RFP Inc.
8. LIMITATION OF LIABILITY
(Maximum Legal Protection Version)
To the fullest extent permitted by Illinois law (your chosen governing law), and regardless of the legal theory asserted — including but not limited to contract, tort, negligence, strict liability, warranty, statutory claims, or any other cause of action — the total, aggregate liability of Pro RFP Inc. and the Ownership Team for ANY and ALL claims arising out of or relating to JSN, these Terms, your account, or your use of the Platform is strictly limited to:
(1) TWENTY-FIVE U.S. DOLLARS ($25.00), OR
(2) THE TOTAL AMOUNT YOU PAID TO JSN IN THE PRECEDING NINETY (90) DAYS — WHICHEVER IS LESS.
This limitation applies regardless of:
- The number of claims
- The nature of the claims
- Whether claims arise over time
- Whether claims are brought by you or by third parties
- Whether claims relate to alleged negligence by the Ownership Team
- Whether claims relate to actions or inactions of JSN partners
This is the absolute maximum liability, and you agree that this limitation represents a bargained-for, reasonable allocation of risk.
8.1 Categories of Damages the Ownership Team Is Not Liable For
To the maximum extent permitted by Illinois law, the Ownership Team shall NOT be liable for ANY of the following categories of damages, losses, or harms, even if foreseeable, even if advised of the possibility, and even in cases of negligence:
Business & Financial Losses
- Lost profits
- Lost revenue
- Lost business opportunities
- Lost contracts or failed bids
- Delayed payments or nonpayment by clients
- Loss of future earnings or valuations
- Business interruption
- Cost of obtaining substitute goods or services
- Damages caused by third-party clients, primes, subcontractors, vendors, or partners
Operational Harms
- Worksite injuries
- Property damage
- Chemical spills, contamination, or sanitation failures
- OSHA or regulatory penalties
- Insurance lapses, denials, cancellations, or disputes
- Employment or workforce-related issues
- Payroll-related losses
Platform, System, and AI-Related Issues
- AI misinterpretation, misclassification, or incorrect extraction of data
- Inaccurate or incomplete information displayed on JSN
- Opportunity-matching errors
- Downtime, outages, delays, bugs, or system failures
- Data synchronization issues
- Disruptions involving third-party integrations (Stripe, Plex Capital, insurance verification partners, CRM tools, etc.)
- Miscommunications, missed notifications, or message delivery failures
Data, Privacy, and Information-Related Issues
- Errors or omissions in documentation
- Incorrect or outdated information displayed publicly
- Data breaches originating from third-party vendors
- Loss, corruption, or alteration of data
- Unauthorized access caused by your own credentials or devices
- Exposure of your data through authorized sharing or commercialization
Legal, Compliance & Contractual Harms
- Any dispute arising under a contract you enter through JSN
- Any dispute between you and a client, prime contractor, or third party
- Compliance violations (OSHA, EPA, licensing, labor laws, etc.)
- Fines, penalties, citations, or regulatory actions
- Claims arising from your employment practices
Special, Consequential & Punitive Damages
You agree that the Ownership Team is never liable for:
- Consequential damages
- Incidental damages
- Punitive damages
- Exemplary damages
- Special damages
- Enhanced or statutory damages
Regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise).
8.2 No Liability for Third-Party Conduct
You acknowledge and agree that:
- The Ownership Team has no control over third-party clients, primes, vendors, insurers, or partners.
- The Ownership Team is not responsible for their actions, omissions, decisions, delays, misrepresentations, or failures.
- You assume all risks associated with interacting with third parties through JSN.
The Ownership Team shall not be liable for any losses arising from third-party conduct.
8.3 No Liability for Your Items, Workforce, or Operations
You agree that the Ownership Team bears absolutely no liability for:
- Your workers, subcontractors, or agents
- Their injuries, misconduct, errors, omissions, negligence, or violations
- Your equipment, vehicles, chemicals, supplies, or tools
- Safety failures at your jobsites
- Your compliance obligations
- Your employment law obligations
- Your insurance obligations
All operational responsibility remains solely with you.
8.4 Application of Limitation Regardless of Cause
These limitations apply even if:
- The Ownership Team acted negligently
- The Ownership Team failed to enforce policies
- The Ownership Team was aware of risks or issues
- The Platform malfunctioned
- AI produced incorrect results
- A partner denied service or approval
- Your data was inaccurate, lost, or misused
- You relied on information provided by JSN
Nothing expands the Ownership Team's liability beyond the strict limits set herein.
8.5 Waiver of All Claims Beyond Liability Cap
You expressly and irrevocably waive:
- Any right to recover damages beyond the stated cap
- Any right to pursue claims for categories of damages listed above
- Any right to seek equitable relief related to these claims
- Any right to assert that the limitation of liability is insufficient
Your only possible recovery — under ANY theory or circumstance — is limited to the strict dollar amount defined in Section 8.
8.6 Survival of This Section
This limitation of liability:
- Survives account termination
- Survives contract expiration
- Survives your discontinuation of the Platform
- Applies to claims discovered long after your account is closed
- Applies to successors, assigns, acquirers, and affiliates of Pro RFP Inc.
9. INDEMNIFICATION
(Maximum Legal Protection Version)
To the fullest extent permitted by Illinois law, you agree to defend, indemnify, reimburse, and hold harmless Pro RFP Inc., its officers, directors, shareholders, employees, contractors, agents, affiliates, partners, successors, assigns, licensors, and all members of the Ownership Team (collectively, the "Indemnified Parties") from and against ANY and ALL losses, costs, liabilities, claims, demands, damages, fines, penalties, actions, causes of action, investigations, government proceedings, audits, complaints, arbitrations, settlements, judgments, expenses, and attorney's fees (including expert fees and court costs), of every kind and nature, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or related to:
9.1 Your Work, Services, Operations, and Conduct
You agree to indemnify the Indemnified Parties for all claims arising from or related to:
- Any services you perform
- Work performed by your employees, subcontractors, or agents
- Worksite incidents, injuries, accidents, or fatalities
- Property damage
- Chemical spills, contamination, or sanitation failures
- Vehicle accidents (owned, leased, hired, or non-owned autos)
- Theft, loss, or damage caused by your business or workers
- Any failure to perform contracted work properly or safely
- Any claim of negligence, gross negligence, misconduct, fraud, or intentional wrongdoing
9.2 Your Data, Documentation, and Submissions
You agree to indemnify the Indemnified Parties for all claims arising from or related to:
- Any data, documentation, or information you submit
- Any errors, inaccuracies, omissions, or misrepresentations in your profile
- False, fraudulent, altered, or outdated insurance documents
- Invalid certifications or licenses
- Incorrect or misleading information derived from AI extraction
- Any reliance placed on your submitted data by the Ownership Team or third parties
9.3 Your Workforce: Employees, Subcontractors & Agents
You agree to indemnify the Indemnified Parties for all claims involving:
- W2 employees, 1099 contractors, day-porters, temps, or any person working under your direction
- Misclassification claims (including employee vs. contractor disputes)
- Wage, hour, overtime, payroll, benefits, or tax violations
- Labor law violations at the federal, state, or local level
- Harassment, discrimination, wrongful termination, or workplace conduct claims
- Immigration or work-authorization issues
- Acts, errors, omissions, or misconduct of your workforce
9.4 Insurance-Related Failures
You agree to indemnify the Indemnified Parties for all claims arising from:
- Insurance lapses, cancellations, or nonrenewals
- Failure to maintain required coverage
- Misstatements or inaccuracies on COIs or ACORD documents
- Claims denied by your insurer
- Coverage gaps or insufficient limits
- Failure of subcontractors to maintain insurance
- Disputes with insurance carriers
You acknowledge that you—not the Ownership Team—are solely responsible for all insurance obligations.
9.5 OSHA, Safety, Regulatory, and Legal Violations
You agree to indemnify the Indemnified Parties for all claims related to:
- OSHA violations
- Workplace safety failures
- EPA or environmental law violations
- Local or state regulatory violations
- Licensing issues or failures
- Hazard communication failures
- Chemical, biohazard, bloodborne pathogens, or infectious disease mishandling
- Any legal or compliance violation involving your operations
9.6 Contractual Disputes and Third-Party Claims
You agree to indemnify the Indemnified Parties for all claims involving:
- Contract disputes with clients, primes, vendors, or partners
- Payment disputes
- Scope disagreements
- Project delays or failures
- Claims arising from RFPs, bids, quotes, or proposals submitted by you
- Any dispute arising from a job, contract, opportunity, or introduction occurring through JSN
You acknowledge that Pro RFP Inc. is not a party to any contract you enter and bears no liability for related issues.
9.7 Data, Privacy, and Technology-Related Claims
You agree to indemnify the Indemnified Parties for all claims involving:
- Data breaches caused by your actions
- Unauthorized access caused by your devices or credentials
- Misuse of client or third-party data
- Privacy violations
- Information you shared improperly with others
- Reliance on incorrect or outdated data
- AI misinterpretation, misclassification, or errors
9.8 Third-Party Actions or Claims Based on Your Profile
You agree to indemnify the Indemnified Parties for all claims brought by:
- Clients
- Prime contractors
- Subcontractors
- Vendors
- Former employees
- Regulatory bodies
- Insurance companies
- Government agencies
- Any third party relying upon or interacting with your JSN profile
This includes claims based on:
- Work quality
- Contractual obligations
- Insurance issues
- Licensing issues
- Misrepresentation
- Safety violations
- Performance failures
9.9 Responsibility for All Attorney's Fees and Costs
Indemnification includes:
- Attorney's fees
- Expert witness fees
- Arbitration costs
- Court costs
- Settlement payments
- Investigative expenses
- Administrative fees
- Collection costs
- Any other direct or indirect expenses incurred
You must reimburse the Indemnified Parties immediately upon demand for any such costs.
9.10 Ownership Team Right to Select Counsel & Control Defense
You agree that:
- The Ownership Team has the exclusive right to control the defense of any claim
- The Ownership Team may select its own legal counsel at your expense
- You may not settle any claim without written approval from the Ownership Team
- The Ownership Team may settle or resolve claims at its sole discretion
- You are responsible for all amounts agreed to in settlement, including future obligations
9.11 Survival of Indemnification Obligations
Your indemnification obligations:
- Survive account termination indefinitely
- Apply to all data you submitted at any time
- Apply to all work arising from JSN
- Apply to all historical and future claims
- Remain binding on your successors, assigns, and legal representatives
There is no time limit on your indemnification duties.
10. TERMINATION, SUSPENSION & ACCOUNT ACTIONS
(Maximum Legal Protection Version)
You acknowledge, understand, and agree that your access to JSN is a privilege, not a right, and that the Ownership Team retains absolute, unrestricted, unilateral authority to take ANY account-related action at ANY time, for ANY reason, with or without notice.
By using JSN, you expressly agree to the following:
10.1 Unrestricted Right to Terminate or Suspend
The Ownership Team may, at its sole and exclusive discretion:
- Terminate your account
- Suspend your access
- Limit or restrict features
- Remove your profile from public display
- Revoke JSN Certified status
- Freeze your account pending investigation
- Disable your ability to submit information or documents
- Deactivate your directory listing
- Permanently ban you from the Platform
- Delete or retain your data (in whole or in part)
These actions may be taken:
- Immediately
- Without prior notice
- Without explanation
- Without an opportunity to cure
- Without any obligation to reinstate
10.2 Termination May Occur for ANY Reason—or No Reason
Account actions may be taken for any reason whatsoever, including but not limited to:
- Inaccurate, incomplete, misleading, or outdated information
- Failure to provide documentation when requested
- Negative reference or verification feedback
- Insurance lapse, cancellation, or insufficient coverage
- Licensing or compliance concerns
- Safety issues or OSHA violations
- User misconduct
- Abusive or inappropriate communication
- Attempted fraud or misrepresentation
- Chargebacks, failed payments, or billing disputes
- Use of JSN for purposes inconsistent with its intent
- Violation of these Terms
- Activities that expose the Ownership Team to risk
- Behavior deemed harmful to the Platform, users, or partners
- Any reason that the Ownership Team deems appropriate
- No reason at all
No user has the right to challenge, dispute, negotiate, or appeal any termination decision.
10.3 No Refunds, No Proration, No Credits
You expressly agree that:
- All membership fees are 100% non-refundable, including after termination
- Termination does not relieve you of any outstanding payment obligations
- You are not entitled to partial refunds, prorated credits, or unused time refunds
- Billing continues until you personally cancel your subscription through your account settings
Termination does not constitute cancellation of billing.
You must cancel manually through your JSN account. The Ownership Team is not responsible for cancelling on your behalf.
10.4 No Liability for Termination Consequences
To the fullest extent permitted by law, the Ownership Team shall not be liable for ANY consequences of termination, suspension, removal, or restriction, including:
- Lost revenue
- Lost business opportunities
- Lost contracts or bids
- Damaged reputation
- Loss of directory visibility
- Loss of profile data
- Loss of access to opportunities
- Incomplete verifications
- Delayed onboarding or compliance
- Loss of communication with clients
- Harm to your business
You waive all claims arising out of or relating to termination or suspension.
10.5 Data Retention Rights After Termination
You acknowledge and agree that the Ownership Team:
- May retain your data indefinitely
- May delete your data at its sole discretion
- May continue to use, license, commercialize, and process any data submitted prior to termination
- Has no obligation to return, export, or provide copies of your data
- Has no obligation to delete data unless required by law
Termination does not limit or revoke the Ownership Team's rights under the Data Use, Sharing, and Commercialization provisions (Section 4).
10.6 Investigation Rights
The Ownership Team may:
- Investigate your account for any reason
- Request additional documents, insurance, or verification
- Suspend access during investigation
- Share information with law enforcement, partners, or affected parties where required
- Take action based on any findings, even if the investigation is inconclusive
10.7 Reinstatement is Not Guaranteed
Reinstatement:
- Is at the sole discretion of the Ownership Team
- May require updated documents, verification, re-certification, or additional fees
- May be denied without reason
- May be conditioned on terms determined solely by the Ownership Team
10.8 Survival of Obligations After Termination
Termination does not affect or limit:
- Outstanding payment obligations
- Your indemnification obligations
- Liability limitations
- Disclaimers
- Data usage rights of the Ownership Team
- The Arbitration & Governing Law provisions
- Any rights or protections granted to Pro RFP Inc. in these Terms
All such obligations survive termination indefinitely.
11. BINDING ARBITRATION, GOVERNING LAW & CLASS ACTION WAIVER
To the fullest extent permitted by applicable law, you and the Ownership Team agree that ANY AND ALL DISPUTES, claims, controversies, or causes of action arising out of or related to:
- Your use of JSN
- Your membership or subscription
- These Terms
- Data collection, processing, or commercialization
- Account decisions, terminations, or suspensions
- Payments, billing, or charges
- Interactions with third parties
- Any feature, service, or communication
- Any actions or omissions by the Ownership Team
shall be resolved exclusively and finally by binding individual arbitration.
This agreement to arbitrate is mandatory, irrevocable, and a condition of using JSN.
11.1 Governing Law (Illinois Exclusive)
All matters—including interpretation, enforceability, scope, and validity of this arbitration agreement—shall be governed exclusively by the laws of the State of Illinois, without regard to conflict-of-law principles.
You expressly waive any right to apply or argue for the laws of any other jurisdiction.
11.2 Venue: Chicago, Illinois ONLY
All arbitration proceedings must occur exclusively in Chicago, Illinois, and nowhere else.
You expressly waive:
- Objections to jurisdiction
- Objections to venue
- Any claim of "inconvenient forum"
- Any attempt to move the proceeding
Arbitration may occur in person, via video conference, or via teleconference at the sole discretion of the Ownership Team.
11.3 Arbitration Provider & Rules Selected by Pro RFP Inc.
The Ownership Team has the exclusive right to select:
- The arbitration provider (e.g., AAA, JAMS, private arbitrator, etc.)
- The procedural rules governing arbitration
- The number of arbitrators
- The method of arbitration (in-person, virtual, documentary)
- Any modifications to the provider's standard rules
You agree in advance to be bound by the rules selected by the Ownership Team.
11.4 Individual Arbitration Only (NO Group Actions of Any Kind)
You and the Ownership Team agree that:
- ONLY individual arbitration is permitted
- Class actions are prohibited
- Class arbitration is prohibited
- Mass arbitration is prohibited
- Consolidated proceedings are prohibited
- Representative or private attorney-general actions are prohibited
- Multi-plaintiff coordinated filings are prohibited
You may only bring a claim in your individual capacity, for yourself alone.
Any attempt to bring or participate in a class, collective, coordinated, consolidated, or mass arbitration is a direct breach of these Terms.
11.5 Waiver of Jury Trial & Court Litigation
By agreeing to these Terms, you expressly and irrevocably waive:
- The right to a trial by jury
- The right to file or participate in a lawsuit in state or federal court
- The right to appeal outside the arbitration system
- The right to any form of judicial resolution except enforcement of the arbitration award
The only permissible court proceeding is:
An action to confirm, enforce, or enter judgment on an arbitration award in the state or federal courts located in Chicago, Illinois.
You consent to the exclusive jurisdiction of:
- Cook County Circuit Court (State Court)
- Northern District of Illinois (Federal Court)
11.6 Costs & Attorney's Fees
You acknowledge and agree that:
- Each party must initially bear its own arbitration costs
- The arbitrator may award costs and attorney's fees as allowed by law
- If the Ownership Team prevails, you must reimburse all attorney's fees, arbitration fees, expert fees, and associated litigation costs
This is in addition to your indemnification obligations under Section 9.
11.7 Scope of Claims Subject to Arbitration
This arbitration agreement applies to every type of claim, including:
- Contract
- Tort
- Negligence
- Statutory claims
- Privacy claims
- Data usage claims
- Misrepresentation claims
- Fraud or consumer protection claims
- Disputes arising from third-party conduct
- Claims for injunctive or declaratory relief
- Claims arising after account closure
There are no exceptions, except where arbitration is expressly prohibited by law (rare).
11.8 Integrity of the Arbitration Agreement
If any portion of this Section is found unenforceable, the remainder shall continue in full force and effect.
Only a court in Chicago, Illinois may decide questions of enforceability or arbitrability.
11.9 Survival of Arbitration Obligations
This arbitration agreement:
- Survives termination of your account
- Survives cancellation of membership
- Survives suspension or deletion
- Survives expiration of these Terms
- Applies to all past, present, and future disputes
12. MODIFICATION OF TERMS
You acknowledge, understand, and agree that the Ownership Team may, at any time and in its sole and absolute discretion, modify, revise, amend, update, replace, restate, expand, or otherwise change these Terms, the JSN Certification criteria, the Privacy Policy, data-use policies, pricing, membership structure, or any other rule, policy, or agreement governing JSN, in whole or in part.
You further agree to the following:
12.1 Unilateral Right to Modify
The Ownership Team has the unrestricted right to:
- Update, revise, amend, restate, or fully replace these Terms
- Modify how JSN operates
- Change, add, or remove features or functionalities
- Update pricing, fees, billing cycles, or subscription structures
- Introduce new policies or remove existing ones
- Modify verification, compliance, or certification requirements
- Change how user data is processed, shared, commercialized, or transferred
- Implement new legal or regulatory requirements
- Modify Terms at any time, for any reason, with or without notice
You have no right to challenge, negotiate, object to, or reject such modifications while continuing to use JSN.
12.2 No Obligation to Provide Notice
The Ownership Team has no obligation to notify you of changes to these Terms, including changes that materially affect your rights, obligations, fees, certification status, visibility, or use of JSN.
Any notice that is provided is purely a courtesy and does not create a legal requirement to provide notice in the future.
You are solely responsible for regularly reviewing the Terms.
12.3 Immediate Effectiveness of Changes
Unless explicitly stated otherwise, all modifications take effect immediately upon being posted on the JSN website or otherwise made available through the Platform.
You understand and agree that:
- Changes become binding the moment they are posted
- Continued access, login, profile management, browsing, or system usage constitutes acceptance
- No physical or electronic signature is required
- No affirmative acknowledgement is required
Your continued use of JSN after any update is deemed explicit, irrevocable acceptance of the modified Terms.
12.4 Automatic Acceptance Through Continued Use
You expressly agree that:
- Continued use of JSN after any modification constitutes full acceptance of the updated Terms
- If you do not agree to any modification, your sole remedy is to stop using JSN and cancel your membership
- Failure to discontinue use is legally interpreted as acceptance
You waive any argument that changes were unfair, unexpected, or not personally communicated to you.
12.5 No Right to Retroactive Challenge
You expressly waive:
- Any right to dispute changes made to the Terms after your account was created
- Any claim that modified Terms should not apply to you
- Any claim that modifications require additional consent or a separate agreement
- Any claim of reliance on prior versions of the Terms
All updates apply retroactively and prospectively to all users.
12.6 Survival and Binding Effect
All modifications to these Terms:
- Remain binding for the full duration of your use of JSN
- Survive changes to your account status
- Survive suspension or termination
- Govern all interactions with JSN, past and future
13. SEVERABILITY
You acknowledge, understand, and agree that each provision of these Terms is intended to be separate, independent, and enforceable to the fullest extent permitted by law.
If any provision, sentence, paragraph, subsection, or section of these Terms—or its application to any person, circumstance, or situation—is determined by a court or arbitrator of competent jurisdiction to be invalid, unlawful, void, unconscionable, or unenforceable for any reason, then:
13.1 Remainder of Terms Remain Fully Enforceable
All remaining provisions of these Terms shall:
- Remain in full force and effect
- Continue to be valid and enforceable
- Not be affected, impaired, or invalidated
- Be interpreted as if the unenforceable provision never existed
You expressly waive any argument that the invalidity of one provision impacts the enforceability of the others.
13.2 Modification to the Maximum Extent Permitted by Law ("Blue Penciling")
If any provision is found to be unenforceable:
- The court or arbitrator shall modify the provision
- Only to the minimum extent necessary
- To render it legal, valid, and enforceable
- And then enforce it as modified
You expressly agree that courts and arbitrators may revise, limit, narrow, or delete language to preserve enforceability.
This is known as the "blue pencil rule", and you consent to its application.
13.3 Intent of the Parties Must Be Preserved
The court or arbitrator must:
- Preserve the intent of the original provision
- Enforce the spirit and purpose of the clause
- Maintain the protective effect for the Ownership Team
- Ensure maximum permissible enforcement under Illinois law
You agree that even revised or narrowed provisions remain binding.
13.4 Arbitration Clause, Liability Limitations, and Indemnification Shall Always Survive
You expressly agree that the following sections:
- Binding Arbitration & Class Action Waiver (Section 11)
- Limitation of Liability (Section 8)
- Indemnification (Section 9)
- Data Rights & Authorization (Section 4)
- Termination Rights (Section 10)
- Modification of Terms (Section 12)
shall remain fully enforceable under all circumstances, regardless of any finding affecting other provisions.
These core protections cannot be invalidated in whole as long as any part of them can be enforced.
13.5 Survival Through Termination and Legal Challenges
This severability provision:
- Survives termination of your account
- Survives expiration or modification of these Terms
- Applies to any and all disputes, claims, or legal challenges
- Applies in both arbitration and court proceedings
- Applies even if multiple provisions are challenged
The Terms remain enforceable to the fullest extent allowed by law in every scenario.
14. ENTIRE AGREEMENT
(Maximum Legal Protection Version)
These Terms, together with any policies, disclosures, or addenda expressly incorporated by reference herein, constitute the full, complete, exclusive, and final agreement between you and Pro RFP Inc. (the "Ownership Team") with respect to your access to and use of JSN.
This agreement supersedes and replaces any and all:
- Prior or contemporaneous agreements
- Statements
- Communications
- Conversations
- Phone calls
- Emails
- Text messages
- Social media messages
- Advertisements
- Marketing materials
- Website descriptions
- Feature overviews
- Pricing explanations
- Online FAQs
- Verbal assurances
- Customer support guidance
- Promises made by any representative, employee, contractor, affiliate, or agent of the Ownership Team
- Any prior versions of these Terms
None of the above create any obligation, warranty, promise, or right unless expressly included in this document.
14.1 No Reliance on External Representations
You acknowledge, understand, and agree that:
- You are not relying on any statement, promise, or representation made outside of these Terms.
- No verbal or written statement made by the Ownership Team—outside of these Terms—creates any contractual obligation.
- Any descriptions of JSN's services, opportunities, or benefits are informational only and do not alter these Terms.
- Your decision to use JSN is based solely on the contents of these Terms and your independent evaluation.
You expressly waive any claim based on reliance on:
- Sales language
- Membership benefits described informally
- Customer support commentary
- Industry expectations
- Assumptions or interpretations
- Any materials not explicitly included in this agreement
14.2 No Unauthorized Amendments or Modifications
No employee, representative, agent, contractor, support staff member, affiliate, or third party associated with Pro RFP Inc. has authority to:
- Modify these Terms
- Create new obligations
- Waive any provision
- Make binding statements or promises
- Alter your rights or responsibilities
Any modification must be made by Pro RFP Inc. in accordance with Section 12 (Modification of Terms).
14.3 Contract Controls Over Conflicting Statements
In the event of any conflict between:
- These Terms, and
- Any other statement made by the Ownership Team, whether formal or informal
These Terms control and supersede all other statements.
No marketing material, FAQ, blog, email, text, social media post, webinar, training session, video, or platform description overrides this agreement.
14.4 No Implied Rights or Obligations
You acknowledge and agree that:
- No rights, obligations, or guarantees exist except those explicitly stated herein.
- No implied contract, implied warranty, or implied duty is created by the operation of JSN.
- No expectation of work, visibility, or opportunity forms part of this agreement unless explicitly stated.
14.5 Severability and Survival
This Entire Agreement clause:
- Survives termination of your account
- Survives cancellation or modification of JSN
- Applies to all past, present, and future use of the Platform
For questions regarding these Terms & Conditions, please contact Pro RFP Inc. at 221 N. Broad Street, Suite 3A, Middletown, DE 19709.