Terms of Service

1. Agreement to these Terms

These Terms of Service (the "Terms") govern your access to and use of the websites, applications, and services provided by PoleProof LLC ("PoleProof," "we," "us," or "our"), including the make-ready and pole attachment invoice auditing platform (the "Service"). By accessing or using the Service, creating an account, or clicking to accept these Terms, you agree to be bound by them and by our Privacy Policy. If you do not agree, do not use the Service. If you use the Service on behalf of an organization, you represent that you are authorized to bind it. "PoleProof Parties" means PoleProof and its owners, members, managers, officers, directors, employees, contractors, agents, affiliates, licensors, and their respective successors and assigns; the disclaimers, limitations, indemnities, and other protections in these Terms are for the benefit of and enforceable by each of them.

2. The Service; independent operation

PoleProof provides an automated auditing service that reviews make-ready estimates, pole attachment invoices, and related documents you submit against your attachment agreement, applicable FCC Part 1 Subpart J cost-allocation and other rules, and a regional benchmark, and produces a Findings Report setting out, for each charge questioned, what was invoiced, what the agreement or governing rule allows, the difference, and the authority relied on. The Findings Report is addressed to you and is for your use. PoleProof does not prepare correspondence to a pole owner for you. PoleProof is an independent auditing and information service; it is not a party to your attachment agreements and does not perform make-ready construction.

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 Service and its 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.

Changes to the scope of a paid engagement follow Section 2.1 of the Client Service Agreement.

3. Not legal advice

PoleProof is not a law firm and does not provide legal, regulatory, engineering, accounting, or tax advice. The Service, including any findings, citations, benchmark comparisons, and calculators, is informational only and does not constitute legal advice. No attorney-client relationship is created. You are solely responsible for any decision to dispute a charge, withhold payment, or file a complaint, and should consult your own qualified professionals. Any estimate or savings figure shown is illustrative only and is not a quote or guarantee.

No agency. PoleProof is not your agent and has no authority to bind you or to speak for you. We do not contact pole owners; all correspondence with a pole owner originates from you and is sent in your own name. We do not access any pole owner billing portal or system, including with credentials you provide us. We do not render engineering opinions, and we do not evaluate whether an engineering determination was correct. We do not represent you before the FCC or any state commission. Our findings are analysis. They are not legal advice, not advocacy, and not a substitute for your own counsel.

4. No guarantee of results

PoleProof does not guarantee that any audit will identify overcharges, that any amount will be recovered or avoided, or that any pole owner will accept any finding. Outcomes depend on your documents, your agreements, applicable law, and third parties outside our control. Past results and examples do not guarantee future outcomes.

Our findings depend on what you give us. Every finding is based on the documents and information you submit and on our understanding of them. We do not independently verify that a document is complete, current, authentic, or the operative version, and we do not inspect field conditions. If a document is missing, superseded, or incomplete, a finding may be narrower or different than it would otherwise be. You are responsible for the accuracy and completeness of what you submit.

5. Eligibility and authority

You must be at least 18 and able to form a binding contract. The Service is for business and commercial use only. You represent that your information is accurate and that you have authority to submit the documents and to enter into these Terms.

6. Accounts and security

To use certain features you must create an account with a valid business email. You agree to provide accurate information, keep credentials confidential, and are responsible for activity under your account. We may verify your email domain and may suspend or refuse access to protect the Service.

7. Your content and warranties

"Your Content" means the invoices, estimates, agreements, correspondence, and data you submit. You retain ownership, subject to Section 8. You represent that you own or have all rights to submit Your Content, that submission will not breach any contract or law, and that it does not infringe any third-party right. You are responsible for keeping your own copies.

Your attachment agreement and pole owner confidentiality. You acknowledge that your pole attachment, joint use, or license agreement may contain confidentiality obligations owed to the pole owner. You represent that your disclosure of each document you submit to PoleProof is permitted under those obligations, or that you have obtained any consent required, or that you have redacted what you are not permitted to disclose. PoleProof will treat every document you submit as confidential under Section 12 and will not disclose your raw documents to any pole owner. You are responsible for the decision to disclose each document, and Section 16.1(a) governs any claim a pole owner brings arising from that disclosure. If you are unsure whether a document may be shared, redact it or ask us before uploading; a redacted document usually supports a narrower finding rather than no finding.

8. Data rights and the benchmark

You grant PoleProof a worldwide, non-exclusive, royalty-free license to host, process, analyze, and use Your Content to operate, provide, secure, and improve the Service. De-identified and aggregated data. PoleProof may create de-identified and aggregated data derived from Your Content, from which your identity and specifics have been removed. PoleProof owns all such de-identified and aggregated data, including the regional benchmark, and may use, retain, and disclose it for any lawful purpose during and after the term. PoleProof will not disclose Your Content in identifiable form, or your raw documents, to other clients or pole owners except as described in the Privacy Policy or as you direct.

9. Fees and payment

The first single-document check is free. A Single Audit is billed on a percentage of amounts Recovered or Avoided, banded so the percentage decreases as savings grow. Project Monitoring is a monthly fee, selected by the plan you choose, plus a reduced percentage of amounts Recovered or Avoided on that project. A not-to-exceed fixed fee with no success component is available on request. "Recovered Amount" and "Avoided Amount" are defined in, and the fee bands, plans, and project cap are set out in, the Client Service Agreement, which you accept when you create an account and which governs if these Terms and that Agreement differ on fees. In some states the contingency arrangement described here does not apply. The Client Service Agreement's Jurisdiction Schedule names those states and sets out what applies instead, and it is the Schedule in the version of that Agreement you accepted that governs your Order. Fees once earned are non-refundable except as required by law; you are responsible for applicable taxes. You must raise any good-faith fee dispute within 30 days or the charge is final. If an Order conflicts with these Terms on fees, the Order controls.

10. Intellectual property

As between the parties, the PoleProof Parties exclusively own all right, title, and interest, including all intellectual property, in the Service and everything comprising it: the software and source code; the audit rule engine and scoring, cost-allocation, and error-detection logic; the regional benchmark dataset and all data and models derived from it; the methodologies, know-how, and processes; the business model and workflows; and the user interface, design, look and feel, and trade dress. These are protected as trade secrets and by other laws. We grant you a limited, revocable, non-exclusive, non-transferable license to use the Service and the findings for your own internal business purposes. You will not: reverse engineer or attempt to derive the source code, algorithms, logic, or models; use the Service, findings, or benchmark to build, train, improve, or benchmark any competing product, dataset, or model; scrape or use automated means to extract data; circumvent any technical measure; remove proprietary notices; or provide a competing service. Feedback is assigned to PoleProof; improvements are owned by PoleProof; you waive moral rights to the extent permitted. A breach may cause irreparable harm, and PoleProof may seek injunctive relief without a bond, as an exception to arbitration; you will not challenge PoleProof's rights in these assets.

11. Acceptable use

You will not use the Service to violate any law, infringe any right, upload malware, gain unauthorized access, interfere with the Service, submit content you are not authorized to submit, misrepresent your authority, or compete with PoleProof.

12. Confidentiality

Each party will protect the other's confidential information with reasonable care and use it only to perform under these Terms. This does not limit PoleProof's rights in de-identified and aggregated data under Section 8.

13. Third-party services

The Service may rely on or link to third-party services such as email, hosting, or payment processing. We are not responsible for them, and links do not imply endorsement.

14. Disclaimer of warranties

The Service and all findings are provided as is and as available, without warranties of any kind. To the fullest extent permitted by law, the PoleProof Parties disclaim all warranties, including merchantability, fitness for a particular purpose, title, non-infringement, and accuracy, and any warranty that the Service will be uninterrupted, error-free, secure, or that any finding is correct or will achieve any result.

15. Limitation of liability

To the fullest extent permitted by law, the PoleProof Parties will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, savings, data, or goodwill, even if advised of the possibility and even if a remedy fails of its essential purpose. The total aggregate liability of the PoleProof Parties for all claims arising out of or relating to these Terms and the Client Service Agreement will not exceed the greatest of: (a) the total fees you paid to PoleProof in the twelve months before the event giving rise to the claim; (b) where no fees have been paid, five thousand US dollars; or (c) the amount, if any, PoleProof actually recovers under any professional liability insurance it then maintains for the claim. This limitation does not apply to a PoleProof Party's fraud, willful misconduct, or gross negligence, or to PoleProof's indemnity obligations under Section 16 of these Terms or Section 9 of the Client Service Agreement.

16. Indemnification

16.1 By you. You will defend and indemnify the PoleProof Parties against any third party claim arising out of: (a) Your Content, including any claim by a pole owner or other third party that your disclosure of a document to PoleProof breached an agreement or duty owed by you; (b) your breach of Section 7 (Your content and warranties) or these Terms; or (c) your violation of law. Your obligation under this Section is capped at the greater of the total fees you have paid and owe to PoleProof under these Terms and the Client Service Agreement as of the date the claim is made, and fifty thousand US dollars.

16.2 By PoleProof. PoleProof will defend and indemnify you against any third party claim that the Service or a finding, as delivered by PoleProof and used as permitted, infringes that third party's intellectual property rights. PoleProof's obligation under this Section is capped on the same basis as in Section 16.1.

16.3 Procedure. The indemnified party will give prompt notice, the indemnifying party will control the defense with counsel of its choice, and the indemnified party may participate at its own expense. Neither party will settle a claim in a way that imposes any payment, obligation, or admission of fault on the other without that party's prior written consent.

16.4 Public entity counterparties. If you are a state, municipal, or other governmental entity, or a cooperative whose governing documents or applicable law limit your authority to indemnify, Section 16.1 applies only to the extent permitted by law, and your obligations under it are limited to funds lawfully appropriated and available. Nothing in these Terms is a waiver of any immunity you hold.

17. Dispute resolution, arbitration, and class action waiver

Please read this carefully. Before any formal proceeding, contact legal@getpoleproof.com and give us 30 days to resolve the dispute informally. Any dispute not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, on an individual basis, except that: (a) either party may bring an individual small claims action; (b) either party may seek injunctive relief to protect intellectual property or confidential information; (c) PoleProof may bring an action to collect an undisputed invoice in any court of competent jurisdiction in Maryland; and (d) if you are a state, municipal, or other governmental entity, or a cooperative, whose authority to agree to binding arbitration or to waive a jury trial is limited by law or by your governing documents, this Section does not apply to you, and any dispute will instead be resolved in the state or federal courts sitting in Maryland, or in another forum the parties agree in writing. You and PoleProof waive any right to a jury trial and to participate in a class or representative action. You may opt out of this arbitration agreement by emailing legal@getpoleproof.com within 30 days of first accepting these Terms.

18. Term and termination

These Terms apply while you use the Service. We may suspend or terminate access at any time, including for breach. Sections that by their nature should survive, including 3, 4, 7, 8, 9, 10, 12, 14, 15, 16, 17, and 21, survive termination. Termination does not relieve you of fees already earned.

19. Changes to these Terms

We may update these Terms and will update the effective date and provide reasonable notice for material changes. Continued use after changes take effect constitutes acceptance.

20. Electronic communications and signatures

You consent to receive communications electronically and agree that electronic records satisfy any requirement that communications be in writing. Clicking to accept, signing electronically, or using the Service constitutes your signature.

21. General

These Terms, with the Privacy Policy and any Order, are the entire agreement on their subject. They are governed by the laws of the State of Maryland, and for matters not subject to arbitration you consent to the exclusive jurisdiction of the state and federal courts in Maryland. If any provision is unenforceable, it will be limited or severed. You may not assign these Terms without our consent; we may assign in connection with a merger or sale of assets. Any claim must be commenced within one year after it arises, or it is permanently barred. The PoleProof Parties are intended third-party beneficiaries of the protective provisions of these Terms.

22. Contact

PoleProof LLC
Email: legal@getpoleproof.com
General: hello@getpoleproof.com