Client Service Agreement
1. Parties and acceptance
This Client Service Agreement (the "Agreement") is between PoleProof LLC ("PoleProof," "we," "us") and the individual or entity that creates an account or otherwise accepts this Agreement ("Client," "you"). By creating an account, clicking to accept, or using the services, you agree to this Agreement. If you accept on behalf of an entity, you represent that you are authorized to bind it. This Agreement incorporates the Terms of Service and Privacy Policy. If a specific written order or plan selection (an "Order") conflicts with this Agreement on price or scope, the Order controls for that subject. "PoleProof Parties" means PoleProof and its owners, members, managers, officers, directors, employees, contractors, agents, affiliates, licensors, and their successors and assigns.
2. The services
PoleProof provides automated auditing of make-ready and pole attachment estimates and invoices you submit, comparing them against your attachment agreement, applicable FCC Part 1 Subpart J and other applicable rules, and a regional benchmark, and delivering findings and dispute-ready materials for your use. Depending on what you select, the services include the free single-document check, a project audit, or Managed Monitoring.
3. Fees, definitions, and payment
Free check is free. Project audit is a contingency fee of 30% of the Recovered Amount and the Avoided Amount, with nothing upfront. Managed Monitoring is the monthly fee for your selected plan plus the reduced contingency percentage for that plan (Starter 20%, Regional 18%, Portfolio 15%), and your first month is credited against your first fee earned on a Recovered or Avoided Amount.
- Recovered Amount means any credit, refund, reduction, or waiver of a charge obtained after and in connection with a PoleProof finding.
- Avoided Amount means the reduction between an amount a pole owner estimated or invoiced and the corrected amount identified by a PoleProof finding on a reviewed estimate, where you pay the corrected amount rather than the original.
A contingency fee is earned when the related Recovered or Avoided Amount is realized, payable within 15 days of our invoice. To prevent circumvention, a contingency fee is also earned on any Recovered or Avoided Amount you obtain on an audited item within 12 months after we deliver the related finding, whether you obtain it through us, on your own, or through another party. Fees are exclusive of taxes. Past-due amounts may accrue interest at 1.5% per month or the maximum allowed by law. You must raise any good-faith fee dispute within 30 days of the invoice, or the invoice is final. Earned fees are non-refundable except as required by law.
4. Term and cancellation
Managed Monitoring is month-to-month; you may cancel at any time from your account, effective at the end of the current billing month. Either party may terminate for material breach not cured within 15 days of notice. Termination does not affect fees already earned, including fees earned under the 12-month circumvention provision on findings delivered before termination.
5. Intellectual property
As between the parties, the PoleProof Parties exclusively own all right, title, and interest in the platform, software, audit rule engine, scoring and cost-allocation logic, the regional benchmark dataset and all data and models derived from it, methodologies, the overall business model, and the PoleProof marks. We grant you a limited, revocable, non-exclusive, non-transferable license to use the services and findings for your own internal business use. You will not reverse engineer the services or use the services, findings, or benchmark to build, train, or benchmark any competing product, dataset, or model. Feedback is assigned to PoleProof.
6. Independent operation and non-affiliation
PoleProof LLC is independently owned and operated and operates separately from every Related Company. PoleProof is not a subsidiary, affiliate, division, agent, or partner of any Related Company, does not act on behalf of or with the endorsement of any Related Company, and does not perform telecom engineering, construction, or make-ready field work. The services and their methods were developed independently, without use of any confidential information, trade secret, system, work product, or client relationship of any Related Company. "Related Company" means any current or former employer of any owner of PoleProof, and any parent, subsidiary, or affiliate of such an employer.
7. Disclaimers and limitation of liability
The services and all findings are provided as is and as available, without warranties of any kind. PoleProof does not guarantee that any overcharge will be found, that any amount will be recovered or avoided, or that any pole owner will accept any finding.
To the fullest extent permitted by law, the PoleProof Parties will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, savings, data, or goodwill. The total aggregate liability of the PoleProof Parties will not exceed the greater of the fees you paid to PoleProof in the twelve months before the claim, or one hundred US dollars.
8. Indemnification
You will defend, indemnify, and hold harmless the PoleProof Parties from any and all claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of your documents, your use of the services or any finding, any dispute between you and a pole owner or other third party, your breach of this Agreement, or your violation of any law or third-party right. PoleProof may control the defense and settlement, and you will not settle in a way that imposes any obligation or admission on a PoleProof Party without its consent.
9. Dispute resolution
Any dispute is subject to the informal resolution, binding arbitration, class action waiver, and jury trial waiver set out in the Terms of Service, incorporated here by reference. This Agreement is governed by the laws of the State of Maryland. Any claim must be brought within one year after it arises. The PoleProof Parties are intended third-party beneficiaries of the protective provisions of this Agreement. Questions: legal@getpoleproof.com.