Welcome to ProCare Risk Consults (“we,” “us,” “our,” or “Company”). These Terms and Conditions (the “Terms”) govern your access to and use of our website located at https://www.procareriskconsults.com (the “Site”), as well as any consulting services, advice, deliverables, or other professional services (collectively, the “Services”) we provide (whether via the Site, email, telephone, video, or in person). By using the Site or by engaging our Services, you (“you,” “your,” or “Client”) agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Site or procure our Services.
- Scope and Acceptance
a. These Terms apply to all users of the Site and to all clients who contract for Services with us.
b. We reserve the right to modify, update, or replace portions of these Terms at any time, in our sole discretion, by posting the amended Terms on the Site. Your continued use of the Site or of our Services after such changes constitutes your acceptance of the new Terms.
- Registration; Use of the Site
a. To access certain features of the Site or to engage our Services, you may be required to register an account or provide certain information about yourself. You agree to provide accurate, current, and complete information, and to maintain and promptly update such information.
b. You are responsible for maintaining the confidentiality of any login credentials, and you agree to accept responsibility for all activities that occur under your account.
c. You agree not to use the Site for any unlawful or prohibited purpose. You shall not, without our prior written consent, reproduce, duplicate, copy, sell, resell, or exploit any portion of the Site or Services.
- Consulting Services; Engagement
a. Any Services we provide will be subject to a separate engagement agreement (e.g., a consulting agreement, statement of work, proposal) that describes the scope, fees, deliverables, timing, and other terms (“Engagement Agreement”). These Terms supplement, but do not replace, any Engagement Agreement.
b. We reserve the right to refuse or suspend Services, in our sole discretion, for any reason, including if you breach these Terms or fail to comply with the Engagement Agreement.
- Fees; Payment; Refunds
a. Fees for Services will be as set forth in the Engagement Agreement. Unless otherwise specified, all fees are due in U.S. dollars.
b. You agree to pay all fees when invoiced, according to the payment terms set out in the Engagement Agreement. Late payments may accrue interest at the maximum rate permitted by law.
c. Refunds, if any, will be handled in accordance with the Engagement Agreement. Unless otherwise stated, we do not guarantee refunds for time already spent, work already performed, or deliverables already delivered.
- Intellectual Property
a. All content on the Site, including text, graphics, logos, images, audio or video, and software (“Site Content”) is our property or licensed to us, unless otherwise noted, and is protected by applicable intellectual property laws.
b. Unless explicitly stated otherwise, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site Content solely for your personal or internal business purposes.
c. Deliverables, reports, recommendations, proprietary methodologies, and other materials created in the course of providing Services (“Consulting Materials”) remain our intellectual property unless otherwise agreed in writing. Upon full payment, we may grant you a license to use those materials for your internal business purposes, under terms set forth in the Engagement Agreement.
- Confidentiality
a. Each party (“Disclosing Party”) may share confidential or proprietary information (“Confidential Information”) with the other (“Receiving Party”) in the course of the Services. Confidential Information does not include information that is (i) publicly known at the time of disclosure; (ii) rightfully obtained by the Receiving Party from a third party without obligation of confidentiality; or (iii) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
b. The Receiving Party shall: (i) maintain the confidentiality of the Disclosing Party’s Confidential Information; (ii) not disclose it to any third parties except as permitted in writing; and (iii) use it only to fulfill its obligations under the Engagement Agreement.
c. Upon termination or expiration of the Engagement Agreement, or upon request, the Receiving Party shall return or destroy all Confidential Information (in any form) of the Disclosing Party, except as required by law or as otherwise agreed.
- No Professional Guarantees; Disclaimer of Warranties
a. You understand and agree that our Services are advisory in nature. While we strive to provide high-quality advice, consulting is inherently uncertain, and we cannot guarantee any particular outcome, result, or financial gain.
b. THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
c. We do not warrant that (i) the Site will be uninterrupted or error-free; (ii) any defects will be corrected; or (iii) the Site or the servers that make it available are free of viruses or other harmful components.
- Limitation of Liability
a. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO (I) THESE TERMS, (II) YOUR USE OR INABILITY TO USE THE SITE OR SERVICES, (III) ANY DELIVERABLES OR CONSULTING MATERIALS, OR (IV) ANY OTHER MATTER, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR SERVICES EXCEED THE TOTAL FEES PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM, OR, IF NO FEES HAVE BEEN PAID $0.
c. You acknowledge that this allocation of risk is integral to the fee structure of our Engagement Agreement.
- Indemnification
You agree to indemnify, defend, and hold harmless us, our affiliates, and our respective officers, directors, employees, agents, and contractors, from and against any and all claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your breach of these Terms or the Engagement Agreement; (b) your use of the Site or Services in violation of applicable law; (c) your negligence or willful misconduct; or (d) any third-party claim arising out of your business, operations, or use of our advice or deliverables.
- Third-Party Links and Resources
The Site may contain links to third-party websites, resources, or tools. These links are provided solely for your convenience. We do not control, endorse, or assume responsibility for any such third parties, their websites, content, products, or services. Use of any third-party resources is at your own risk.
- Privacy
Your use of the Site and Services is also governed by our Privacy Policy, which is incorporated herein by reference. Please review our Privacy Policy to understand our practices.
- Termination
a. Either party may terminate the Engagement Agreement in accordance with its termination provisions. Upon termination, you shall pay for Services performed and expenses incurred through the date of termination.
b. We may suspend or terminate your access to the Site or your Services immediately if you materially breach these Terms or any Engagement Agreement, or if we reasonably believe your conduct may harm us or others.
- Governing Law and Dispute Resolution
a. These Terms and any Engagement Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles.
b. Any claim, dispute, or controversy arising out of or relating to these Terms or the Services shall be resolved exclusively in the state or federal courts located in Camden County, New Jersey. You hereby submit to the personal jurisdiction and venue of such courts.
c. Notwithstanding the foregoing, we may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent unauthorized use of our intellectual property or Confidential Information.
14. No Waiver
Our failure or delay to exercise any right, power, or remedy under these Terms
does not operate as a waiver of any such right, power, or remedy. A waiver on one
occasion does not waive such right on any other occasion.
15. Severability
If any provision of these Terms is held to be invalid, illegal, or
unenforceable under applicable law, that provision shall be deemed struck and
the remaining provisions shall remain in full force and effect.
16. Entire Agreement
These Terms, together with any Engagement Agreement,
constitute the entire agreement between you and us regarding the subject
matter hereof, and supersede all prior or contemporaneous agreements,
proposals, or communications, whether written or oral, relating to the Services or
the Site.
17. Assignment
You may not assign or transfer your rights or obligations under these Terms or any Engagement Agreement without our prior written consent. We may assign these Terms (or delegate the performance of our obligations) in whole or in part to any third party without your consent, provided that such assignment is not materially prejudicial to your rights.
18. Notices
All notices required or permitted under these Terms must be in writing. Notices to you may be made via the contact information you provide to us. Notices to us must be sent to:
ProCare Risk Consults / Info@procareriskconsults.com
- Miscellaneous
a. Headings in these Terms are for convenience only and have no legal or contractual effect.
b. No joint venture, partnership, employment, or agency relationship is created by use of the Site or provision of Services, unless expressly stated in a separate written agreement.
- Consumer Protections (New Jersey)
a. If you are a consumer residing in New Jersey, certain limitations of liability, disclaimers, or indemnification clauses may not be enforceable to the extent prohibited by New Jersey law. For example, under the New Jersey Truth-in-Consumer Contract, Warranty and Notice Act (“TCCWNA”), a consumer may not waive certain “clearly established” statutory rights.
b. Nothing in these Terms is intended to waive or limit your rights under New Jersey consumer protection statutes to the extent unenforceable.
- Contact Information
If you have any questions about these Terms, please contact us at:
ProCare Risk Consults / Info@procareriskconsults.com / 1-800-430-6414