Pro On The Way Terms of Service — Company Agreement

As used in this Agreement:

• “Pro On The Way” or “POTW” refers to Pro On The Way, LLC, the operator of the Platform.
• “Platform” means the Pro On The Way web application, iOS app, Android app, dispatch tools, reporting dashboard, and all related software and services.
• “Company” or “you” means the service-based business that has registered for a POTW account.
• “Technician” means any employee, contractor, or representative of the Company who is granted access to the Platform under the Company’s account.
• “Customer” means the end customer of the Company who interacts with the Platform through the customer-facing app or booking flow.
• “Service Data” means all data entered into or generated through the Platform by the Company, its Technicians, or its Customers, including job records, messages, photos, videos, maintenance logs, estimates, and payment records.

Pro On The Way provides a field service management platform for service-based businesses. The Platform includes tools for:

• Dispatching technicians and managing job schedules
• Real-time GPS tracking and "On The Way" customer notifications
• Customer and technician messaging (text, photos, videos)
• Estimate creation and customer approval workflows
• Maintenance logs and equipment tracking
• Job checklists and completion records
• Reporting and business performance summaries
• Payment processing via Stripe integration
• Accounting integration via QuickBooks Online and Desktop

The Platform is a business-to-business service. POTW is not a party to any agreement between the Company and its Customers. We do not perform, supervise, or guarantee any services delivered by the Company.

To use the Platform, you must register a Company account. You represent and warrant that:

• You are 18 years of age or older and legally authorized to enter into this Agreement
• All information provided during registration is accurate and will be kept current
• You are authorized to bind the business entity on whose behalf you are registering
• Your use of the Platform will comply with all applicable federal, state, and local laws

You are responsible for all activity that occurs under your account, including actions taken by any Technicians or staff you grant access to. You must notify us immediately of any unauthorized access or suspected security breach at jack@proontheway.com.

4.1 Pricing

The Platform is offered on a subscription basis. Current pricing is as follows:

• One-month free trial upon signup
• $30 per month base plan — includes up to 10 seats
• Additional seats: $5 per user per month

POTW reserves the right to modify pricing at any time. Price changes will be communicated with at least 30 days’ notice. Your continued use of the Platform after a price change takes effect constitutes acceptance of the new pricing.

4.2 Billing

Subscription fees are billed monthly in advance to the payment method on file. Subscriptions automatically renew unless canceled before the next billing date. Fees are non-refundable except as expressly stated in this Agreement.

4.3 Free Trial

New accounts receive one free trial month. The trial automatically converts to a paid subscription at the end of the trial period unless you cancel before the trial expires. Only one free trial is permitted per business entity.

4.4 Late Payments

Accounts with unpaid balances past 30 days may be suspended with prior written notice sent to the email address on file. Access will be restored promptly upon payment of all outstanding amounts. POTW is not liable for any business impact resulting from account suspension due to non-payment.

5.1 Stripe as Payment Processor

Pro On The Way uses Stripe, Inc. (“Stripe”) to process payments made by your Customers through the Platform. By enabling payment processing on your account, you acknowledge and agree to the following:

• Payment transactions between you and your Customers are processed directly by Stripe
• You must agree to the Stripe Connected Account Agreement and Stripe's Terms of Service to use payment processing features
• POTW does not store, access, or control your Customers' full card numbers, CVV codes, or bank credentials
• Stripe is solely responsible for the security, transmission, and processing of all payment data
• Companies may optionally connect their own existing Stripe account, subject to Stripe’s terms
• By enabling payment processing, you agree to the Stripe Connected Account Agreement (available at stripe.com/legal/connect-account) and the Stripe Services Agreement (available at stripe.com/legal/ssa)

5.2 POTW Not Liable for Stripe

POTW IS NOT RESPONSIBLE OR LIABLE FOR ANY ERRORS, FAILURES, PROCESSING DELAYS, UNAUTHORIZED ACCESS, DATA BREACHES, FUND HOLDS, ACCOUNT SUSPENSIONS, OR ANY OTHER ISSUE ARISING FROM OR RELATED TO STRIPE’S PLATFORM OR SERVICES. YOUR SOLE RECOURSE FOR ANY PAYMENT PROCESSING ISSUE LIES WITH STRIPE DIRECTLY AT STRIPE.COM/SUPPORT.

POTW does not guarantee the availability of Stripe’s services and is not responsible for any revenue loss caused by Stripe outages, account reviews, or fund holds initiated by Stripe.

5.3 Chargebacks

You are solely responsible for chargebacks initiated by your Customers. POTW may pass through any chargeback-related fees charged by Stripe to your account. POTW will make reasonable efforts to provide transaction records to assist in chargeback disputes but has no obligation to intervene in disputes between you and your Customers or between you and Stripe.

6.1 QuickBooks Integration

The Platform supports integration with QuickBooks Online and QuickBooks Desktop (products of Intuit Inc.) for invoice syncing and accounting purposes. By connecting your QuickBooks account, you authorize POTW to transmit relevant Service Data — including job records, invoice amounts, payment status, and customer information — to QuickBooks on your behalf. By connecting your QuickBooks account, you also agree to be bound by Intuit’s Terms of Service (available at intuit.com/legal/terms) and Intuit’s Privacy Statement (available at intuit.com/privacy).

6.2 POTW Not Liable for QuickBooks

POTW IS NOT RESPONSIBLE OR LIABLE FOR ANY ERRORS, DATA LOSS, SYNC FAILURES, OUTAGES, UNAUTHORIZED ACCESS, OR ANY OTHER ISSUE ARISING FROM OR RELATED TO QUICKBOOKS, INTUIT, OR ANY OTHER THIRD-PARTY ACCOUNTING PLATFORM. INTUIT OPERATES UNDER ITS OWN TERMS OF SERVICE, AVAILABLE AT INTUIT.COM/LEGAL.

You are responsible for verifying the accuracy of any data that syncs between the Platform and QuickBooks. POTW does not guarantee that all records will sync successfully or that QuickBooks will reflect real-time data at all times.

The Platform integrates with or relies upon various third-party providers including but not limited to Stripe (payments), QuickBooks/Intuit (accounting), Google Maps (location services), and cloud infrastructure providers (hosting and storage). These providers operate independently and are governed by their own terms and privacy policies.

POTW EXPRESSLY DISCLAIMS ALL LIABILITY FOR THE ACTS, OMISSIONS, ERRORS, OUTAGES, SECURITY INCIDENTS, DATA LOSS, OR ANY OTHER FAILURES OF ANY THIRD-PARTY PROVIDER. THIS INCLUDES WITHOUT LIMITATION:

• Payment processing failures or unauthorized transactions (Stripe)
• Accounting sync errors or data discrepancies (QuickBooks/Intuit)
• Mapping or location inaccuracies (Google Maps)
• Data loss or service interruption caused by cloud infrastructure providers
• Any financial, operational, or reputational damages resulting from third-party platform failures

YOUR RIGHTS AND REMEDIES WITH RESPECT TO THIRD-PARTY SERVICES LIE SOLELY WITH THE APPLICABLE THIRD-PARTY PROVIDER.

The Platform includes real-time GPS tracking of Technicians through the technician mobile app. You acknowledge and agree that:

• Technician location is only visible to Customers after the "On The Way" status is activated for a specific job
• GPS tracking automatically deactivates upon job completion
• You are responsible for obtaining all necessary consents from your Technicians for location tracking in compliance with applicable employment and privacy laws
• POTW is not responsible for inaccurate location data resulting from device settings, poor signal, or third-party mapping services

You agree to use location data solely for the purpose of job coordination and customer communication. Any misuse of location data is a material breach of this Agreement.

Note on State Law Variability: Technician GPS tracking laws differ by state. New York permits tracking of employees during work hours with reasonable notice, but states such as California, Connecticut, and others impose stricter consent and disclosure requirements. If your business operates in or employs technicians in states other than New York, you are solely responsible for ensuring your use of GPS tracking complies with those states’ applicable laws. POTW recommends consulting legal counsel before enabling GPS tracking for technicians outside of New York.

The Platform provides a messaging system for communication between Companies, Technicians, and Customers. All messages, photos, and videos sent through the Platform are stored and may be reviewed by POTW for safety, moderation, and compliance purposes.

You agree that:

• You will not use the messaging system to send abusive, harassing, discriminatory, or illegal content
• You are responsible for the conduct of your Technicians in all Platform communications
• Customers may report messages to POTW, and POTW may take action including warning, suspension, or termination of accounts involved
• POTW reserves the right to access, review, and act on reported messages, including messages marked as deleted

POTW is not liable for the content of messages sent by Technicians, Customers, or any third party using the Platform.

10.1 Your Data

You retain ownership of all Service Data you enter into the Platform, including customer records, job history, maintenance logs, photos, and videos. POTW does not claim ownership of your Service Data.

10.2 License to POTW

By using the Platform, you grant POTW a non-exclusive, royalty-free license to store, process, display, and transmit your Service Data to the extent necessary to provide the Platform and its features to you. This includes sharing data with integrated third-party providers such as Stripe and QuickBooks as directed by your account settings.

10.3 Aggregated Data

POTW may use anonymized and aggregated data derived from Platform usage — with no personally identifiable information — for product improvement, industry benchmarking, and internal analytics. This data cannot be traced back to you or your Customers.

10.4 Data Retention After Termination

Upon termination of your account, POTW will retain your Service Data for up to 90 days, during which time you may request an export. After 90 days, data may be permanently deleted. POTW is not responsible for any data loss resulting from account termination.

You agree not to use the Platform to:

• Violate any applicable law or regulation
• Harass, threaten, or abuse Customers, Technicians, or POTW staff
• Transmit malware, spam, or any malicious code
• Attempt to reverse-engineer, copy, or resell any part of the Platform
• Use the GPS or messaging features to surveil, stalk, or harass any individual
• Submit false or fraudulent job records, estimates, or payment information
• Allow unauthorized third parties to access your account

Violation of this section may result in immediate account suspension or termination without refund.

You are fully responsible for the actions and conduct of all Technicians operating under your account. This includes their use of GPS tracking, messaging, job records, and any customer interactions facilitated through the Platform. POTW is not an employer of your Technicians and has no supervisory responsibility over their conduct or job performance.

You represent and warrant that you have obtained all necessary consents, authorizations, and notices required by applicable law before granting Technicians access to the Platform, including consents related to GPS tracking and message monitoring.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, POTW’S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PLATFORM SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY YOU TO POTW IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL POTW BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, LOSS OF CUSTOMERS, LOSS OF DATA, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF POTW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS LIMITATION APPLIES FULLY TO ANY DAMAGES ARISING FROM THIRD-PARTY SERVICES USED IN CONNECTION WITH THE PLATFORM, INCLUDING STRIPE, QUICKBOOKS, GOOGLE MAPS, AND ANY HOSTING OR INFRASTRUCTURE PROVIDER.

You agree to indemnify, defend, and hold harmless POTW and its officers, employees, contractors, and agents from and against any claims, damages, losses, fines, or expenses (including reasonable attorneys’ fees) arising from: (a) your breach of this Agreement; (b) your Technicians’ conduct or use of the Platform; (c) your failure to comply with applicable laws; (d) any dispute between you and your Customers; or (e) any inaccurate information you provided to POTW.

POTW collects and uses your information in accordance with our Privacy Policy, available at proontheway.com/privacy. By using the Platform, you consent to the data practices described in the Privacy Policy.

You are responsible for ensuring that your collection and use of Customer data through the Platform complies with all applicable privacy laws, including obtaining any required consents from Customers before collecting their information.

California residents have additional rights under the CCPA. To exercise those rights, contact jack@proontheway.com.

This Agreement begins on the date you create your account and continues until terminated. Either party may terminate this Agreement at any time. To cancel your account, email jack@proontheway.com or tim@proontheway.com. Termination does not entitle you to a refund of any prepaid subscription fees.

POTW may suspend or terminate your account immediately and without notice if you: (a) violate any provision of this Agreement; (b) fail to pay fees when due; (c) engage in conduct that POTW determines, in its sole discretion, is harmful to the Platform, other users, or Customers.

Sections 7, 10, 13, 14, and 17 survive termination of this Agreement.

17.1 Informal Resolution

Before initiating any formal dispute process, you agree to contact POTW at jack@proontheway.com and allow 30 days for good-faith resolution. Most issues can be resolved quickly through direct communication.

17.2 Binding Arbitration

If informal resolution fails, any dispute arising from or related to this Agreement or the Platform shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. YOU AND POTW EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS ACTION OR COLLECTIVE PROCEEDING.

17.3 Governing Law

This Agreement is governed by the laws of the State of New York, without regard to conflict of law provisions. Any proceedings not subject to arbitration shall be brought exclusively in the courts located in Monroe County, New York.

This Agreement constitutes the entire agreement between you and POTW regarding the Platform and supersedes all prior communications or agreements. POTW may update these Terms at any time with notice posted to the Platform or sent by email. Continued use after an update constitutes acceptance. If any provision is found unenforceable, the remaining Terms remain in effect. POTW’s failure to enforce any provision is not a waiver.

POTW may assign its rights and obligations under this Agreement in connection with a merger, acquisition, or sale of assets. You may not assign your rights under this Agreement without POTW’s prior written consent.