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 findings and dispute-ready materials. 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.

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.

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.

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.

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 project audit is provided on contingency (a percentage of amounts recovered or avoided). Managed Monitoring is a monthly fee plus a reduced contingency percentage, in the plan you select. 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 will not exceed the greater of the fees you paid to PoleProof in the twelve months before the event, or one hundred US dollars.

16. 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 Content; your use of the Service or any finding; any dispute between you and a pole owner or other third party; your breach of these Terms or your representations; or your violation of any law or third-party right. PoleProof may participate in the defense with its own counsel, and you will not settle in a way that imposes any obligation or admission on a PoleProof Party without its consent.

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 either party may bring an individual small claims action or seek injunctive relief to protect intellectual property or confidential information. 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