These Terms of Service (“Terms”) govern access to and use of the websites, applications, and services operated by ProEstimate Solutions, LLP (“PES,” “we,” “us,” or “our”), including the ProAudit estimate auditing platform and the estimating services ordered through it (collectively, the “Services”). By creating an account, accessing, or using the Services, you agree to these Terms on behalf of yourself and any organization you represent (“you,” “your,” or “Customer”). If you do not agree, do not use the Services.
1. Definitions
“Account” means the credentialed access created for your organization and its users. “Shop” means a repair facility or business location enrolled under your Account. “Customer Content” means estimates, documents, images, records, and other data you or your users submit to the Services. “Output” means the audits, findings, recommendations, estimates, reports, and other materials the Services generate for you.
2. Eligibility and Account Registration
The Services are offered for business use only and are not directed to consumers or to individuals under the age of eighteen. You represent that you are at least eighteen years old, that you have authority to bind the organization you register on behalf of, and that the registration information you provide is accurate and kept current.
You are responsible for all activity that occurs under your Account, including activity by your users. You must safeguard your credentials, must not share them, and must notify us promptly at contact@proestimatesolutions.com if you suspect unauthorized access. We may require multi-factor authentication or other verification for sensitive operations.
3. Trials and Approval Codes
We may offer trial access, which may require an approval code or other authorization we issue. Trial scope, duration, and any usage limits are those presented to you at signup. Trial access is provided as-is, may be modified or discontinued at any time, and converts to a paid subscription only if and when you elect a paid plan. We may decline, suspend, or revoke trial access at our discretion, including where an approval code is used outside its intended scope.
4. Subscriptions, Fees, Billing, and Taxes
Paid access is sold on a subscription basis. The plan, the billing frequency, the per-Shop or other unit of pricing, and the amounts payable are those presented to you at checkout or in an applicable order or Service Agreement. Unless stated otherwise there, subscriptions renew automatically at the end of each term at the then-current rate until cancelled as described in Section 5.
Payment card processing is performed by our third-party payment processor. We do not receive or store full payment card numbers. You authorize us and our processor to charge your designated payment method for all amounts due, including amounts for Shops added during a term. You are responsible for keeping your payment method current; failed or reversed payments may result in suspension under Section 17.
Fees are exclusive of sales, use, VAT, GST, and similar taxes, which are your responsibility except for taxes on our net income. We may change subscription pricing effective as of a renewal term by giving notice before that term begins; continued use after the change takes effect constitutes acceptance of the new pricing.
5. Cancellation, Non-Renewal, and Refunds
You may cancel a subscription at any time through the Account billing settings or by contacting us. Cancellation takes effect at the end of the then-current paid term: access continues through the end of that term and the subscription does not renew. Except where required by applicable law or expressly stated in a signed Service Agreement, fees already paid are non-refundable and we do not provide pro-rata refunds for partial terms, unused Shops, or unused capacity.
6. Nature of the Services; Advisory Only
PES provides estimate auditing, estimate creation, and related support services designed to improve the accuracy, completeness, and consistency of collision repair estimates. PES operates as a support and advisory service. PES is not an insurance adjuster, claims decision-maker, insurer, repair facility, or law firm, and nothing in the Services constitutes insurance, legal, tax, or accounting advice.
All Output is intended solely to assist you in preparing and evaluating repair estimates. Final decisions regarding estimate submission, repair procedures, parts selection, compliance with applicable laws and manufacturer procedures, and customer interaction remain your sole responsibility. PES does not guarantee approval by any insurance carrier, direct repair program, or third party, and does not guarantee any particular financial outcome.
The Services may incorporate proprietary rule-based logic, automation, and artificial-intelligence-assisted tools. Output is advisory, is subject to human oversight, requires your independent professional judgment, and is not a substitute for your own expertise. Reference materials such as manufacturer position statements are provided for convenience; the issuing manufacturer's current published document governs.
7. Customer Content and Your Responsibilities
As between you and PES, you retain all rights in Customer Content. You grant PES a non-exclusive, worldwide license to host, process, transmit, and display Customer Content solely to provide and support the Services, to secure and maintain them, and as otherwise permitted by the Privacy Policy.
You represent and warrant that you have all rights, consents, and authority necessary to submit Customer Content to PES and to permit the processing described in these Terms and the Privacy Policy, and that Customer Content and your use of the Services comply with applicable law, including privacy law. PES is not responsible for inaccuracies, omissions, or errors originating in Customer Content; Output is based solely on the data and documentation received.
8. Acceptable Use
You may not, and may not permit any third party to:
- access or interact with the Services through automated means, including scripts, bots, crawlers, scrapers, or unauthorized integrations;
- access or use any application programming interface, whether documented or undocumented, without our prior written consent;
- copy, distribute, resell, sublicense, reverse engineer, decompile, or attempt to derive the source code, logic, rules, or methodologies of the Services or Output for commercial resale or competitive purposes;
- extract data at scale, benchmark the Services for a competitor, or use the Services to build a competing product;
- upload malicious code, attempt to breach or circumvent authentication, tenancy isolation, rate limits, or other security controls, or access another customer's data;
- submit unlawful content, infringe the rights of others, or use the Services to violate applicable law; or
- misrepresent Output as an insurer's determination or as an independent third-party certification.
We may monitor usage of the Services to detect prohibited or unauthorized activity, including automated use. Violation of this Section is a material breach.
9. Intellectual Property
All intellectual property in the Services, including systems, methods, rules, templates, documentation, and Output formats, remains the exclusive property of PES and its licensors. Subject to your compliance with these Terms and payment of applicable fees, PES grants you a limited, non-transferable, non-exclusive, revocable license to access the Services and to use Output solely for your internal business purposes. No rights are granted except as expressly stated. Feedback you provide may be used by PES without restriction or obligation.
10. Third-Party Services
The Services rely on third-party providers, including payment processing, email delivery, and cloud hosting, and may link to or interoperate with third-party systems. PES is not responsible for third-party services, their availability, or their terms. Your use of a third-party service is governed by that provider's own terms and privacy practices.
11. Availability, Support, and Changes
PES may modify, enhance, or discontinue features of the Services. We will not materially reduce the core functionality of a paid subscription during a paid term without notice. The Services may be unavailable during maintenance or due to events outside our control. Support is provided as described in your plan or applicable Service Agreement.
12. Confidentiality
Each party may receive non-public information of the other that is marked confidential or would reasonably be understood as confidential. The receiving party will protect that information with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisers bound by comparable obligations or as required by law. This Section does not limit either party's rights in its own data or the licenses granted in these Terms.
13. Privacy and Data Handling
PES enforces a minimal data retention model. Documents you submit, such as estimate PDFs, often contain personal information and are used solely to extract the relevant estimating data. Source documents are deleted once the audit is recorded as complete, and a document that fails to process is held briefly so the job can be retried. Following extraction, the identifiers PES retains from those documents are the insurance claim number, the vehicle identification number (VIN), and the file name you assigned to the document, together with the estimating and audit data necessary to deliver and support the Services, which may include photo-caption text. PES does not retain the name, mailing address, telephone number, email address, driver’s-license number, license-plate number, or insurance policy number of any vehicle owner, claimant, insured, or driver as a data field, although a file name or a photo caption is free text and can itself contain a person’s name. That retained data is personal information to the extent applicable law treats it as such, and PES safeguards it accordingly.
Our data practices are described in full in the Privacy Policy, which is incorporated into these Terms by reference. You are responsible for ensuring that Customer Content is submitted in compliance with applicable privacy laws.
14. Disclaimer of Warranties
To the fullest extent permitted by applicable law, the Services and Output are provided “as is” and “as available,” and PES disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. PES does not warrant that the Services will be uninterrupted, secure, or error-free, that Output will be complete or accurate, or that use of the Services will result in any specific reimbursement, approval, or financial outcome.
15. Limitation of Liability
To the fullest extent permitted by applicable law, in no event shall PES be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost revenue, lost profits, lost data, claim denials, repair delays, regulatory issues, or disputes with insurers, customers, or third parties, arising out of or related to the Services, even if PES has been advised of the possibility of such damages.
To the fullest extent permitted by applicable law, the aggregate liability of PES for any and all claims arising out of or related to these Terms or the Services shall not exceed the total amount of fees paid by you to PES during the twelve (12) months preceding the event giving rise to the claim. If no fees have been paid, PES’s total liability shall not exceed one hundred dollars ($100). This limitation applies regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise, and applies even if a limited remedy is found to have failed of its essential purpose.
Nothing in this Section limits or excludes liability that cannot be limited or excluded under applicable law, including liability arising from a party’s gross negligence, willful misconduct, or fraud. The limitations in this Section do not apply to your indemnification obligations under Section 16, to your payment obligations, or to your breach of the license, intellectual-property, or acceptable-use provisions of these Terms.
16. Indemnification
You agree to indemnify, defend, and hold harmless ProEstimate Solutions, LLP, its owners, partners, employees, and affiliates from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to your use of the Services, your Customer Content, your misuse of Output, your failure to comply with applicable law, or your breach of these Terms.
17. Suspension and Termination
PES may suspend, restrict, or terminate access where you have breached these Terms, engaged in prohibited conduct, failed to pay amounts due, provided inaccurate or unlawful information, or otherwise pose a risk to the integrity, security, or proper operation of the Services. We may suspend without advance notice where reasonably necessary to address suspected unauthorized or automated use, security threats, misuse of Output, or conduct exposing PES to legal, regulatory, or operational risk; otherwise we will provide notice consistent with any applicable Service Agreement.
Upon termination your right to access the Services ceases. You may export or request your data before termination and, on written request made within thirty (30) days after termination, we will provide reasonable assistance in retrieving Customer Content still in our possession, after which we may delete it. Provisions that by their nature should survive termination (including intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, and dispute resolution) survive.
18. Relationship of the Parties
These Terms do not create any partnership, joint venture, agency, employment, or fiduciary relationship. PES operates as an independent service provider.
19. Relationship to Other Agreements; Order of Precedence
These Terms govern your access to and use of the Services generally. The End User License Agreement governs the license granted to users of PES software, systems, and Output. Where you have also entered into a separate written Service Agreement with PES, that Service Agreement governs the specific commercial terms of the engagement, including scope, fees, and payment.
In the event of a direct conflict, the order of precedence is: (1) a signed Service Agreement, with respect to the subject matter it addresses; (2) these Terms; (3) the End User License Agreement. The Privacy Policy controls with respect to the handling of personal information.
20. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-law principles. PES provides the Services to customers across the United States and internationally, including Canada, and you are responsible for your own compliance with the federal, state, provincial, and local laws applicable to you. The choice of Texas law and forum does not deprive you of the protection of mandatory consumer- or data-protection laws of your home jurisdiction that apply notwithstanding this choice.
21. Dispute Resolution
Any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration administered by the American Arbitration Association in Houston, Texas, consistent with the dispute-resolution provisions of any applicable Service Agreement. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs. Notwithstanding the foregoing, PES may seek injunctive or other equitable relief in the state or federal courts located in Texas to protect its intellectual property, systems, or confidential information, including in response to a violation of Section 8.
22. Changes to These Terms
PES may modify these Terms. Material changes will be communicated as required by applicable law and reflected in the version and effective date shown above. Continued use of the Services after the effective date of a change constitutes acceptance of the updated Terms. Prior versions are retained and available on request.
23. General
Notices to PES may be sent to contact@proestimatesolutions.com or to such mailing address as PES designates; notices to you may be sent to the email address on your Account. If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable and the remaining provisions shall remain in effect. Our failure to enforce a provision is not a waiver of it. You may not assign these Terms without our prior written consent; PES may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control. These Terms, together with the Privacy Policy, the End User License Agreement, and any applicable Service Agreement, constitute the entire agreement between the parties relating to the Services.