Terms of Service

1. Acceptance of Terms

PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY. BY ACCESSING OR USING THE HAPPY GROUNDSKEEPER PLATFORM AND RELATED SERVICES (THE “SERVICE”) PROVIDED BY PROPLY INC. (“COMPANY,” “WE,” “OUR,” OR “US”), YOU AGREE TO BE BOUND BY THESE TERMS AND ALL APPLICABLE LAWS AND REGULATIONS.

IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE PROHIBITED FROM USING THE SERVICE. YOUR USE OF THE SERVICE CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS.

We reserve the right to modify these Terms at any time in our sole discretion. Changes are effective immediately upon posting. Your continued use of the Service constitutes acceptance of any modifications.

2. Description of Service

The Service is a software platform that may include features for task management, communications, and related functionality. The specific features, functionality, and availability of the Service may change at any time without notice.

WE MAKE NO GUARANTEES REGARDING THE AVAILABILITY, FUNCTIONALITY, OR PERFORMANCE OF THE SERVICE.

3. Eligibility and Account

You must be at least 18 years old and have legal capacity to use the Service. By using the Service, you represent and warrant that you meet these requirements and that all information you provide is accurate and complete.

You are solely responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Ensuring authorized use of the Service by any personnel you add
• Obtaining all necessary consents from individuals whose information you submit
• Compliance with all applicable laws and regulations in your use of the Service

4. Payment and Fees

If you subscribe to a paid plan, you agree to pay all applicable fees as described at the time of purchase. Fees are non-refundable except as expressly stated otherwise. We reserve the right to change our pricing at any time.

By providing payment information, you authorize us to charge your designated payment method for all fees incurred. You are responsible for any taxes applicable to your use of the Service.

Failure to pay fees may result in suspension or termination of your access to the Service.

5. Acceptable Use

You agree not to use the Service in any manner that:

• Violates any applicable law, regulation, or third-party rights
• Is fraudulent, deceptive, or misleading
• Involves sending unauthorized or unsolicited communications
• Interferes with or disrupts the Service or its infrastructure
• Attempts to gain unauthorized access to any systems or data
• Introduces malicious code or harmful content
• Circumvents any security or access controls
• Violates any of our policies or guidelines

We reserve the right to determine, in our sole discretion, what constitutes a violation of these terms.

6. SMS Terms and Conditions

The following terms apply to our SMS-based work coordination program (“SMS Program”). By opting into the SMS Program, you agree to these terms in addition to all other Terms of Service.

6.1 Program Description

Happy Groundskeeper provides an SMS-based work coordination system that sends work assignments, task reminders, weather updates, and completion confirmations to groundskeeping workers. This is a recurring, two-way conversational messaging program where workers receive and respond to work-related messages.

6.2 Opt-In Consent

To enroll in the SMS Program, text the keyword START to (951) 261-8927. Upon enrollment, you will receive a confirmation message:

By texting START, you expressly consent to receive recurring automated SMS and MMS messages from Happy Groundskeeper at the mobile number from which you sent the opt-in message. Consent is not a condition of employment or any purchase.

6.3 Message Frequency and Content

Frequency: Enrolled users receive approximately 10-20 messages per scheduled work day, typically Monday through Friday, between 7:00 AM and 6:00 PM local time. Message frequency varies based on daily task assignments. No messages are sent on non-work days unless you have a scheduled shift.

Message Types: Messages include:

• Morning check-in and weather updates
• Daily task lists and work assignments
• Task-by-task prompts and instructions
• Task completion confirmation requests
• Requests for photo documentation of completed work
• Issue reporting and problem notification prompts
• End-of-day summaries
• System help and support information

6.4 Two-Way Communication

This is a two-way conversational system. You may reply to messages with:

• YES – Confirm arrival at work site
• 1-5 (numbers) – Select tasks from your checklist
• DONE – Mark a task as complete
• SKIP – Skip the current task
• BLOCKED – Report an issue preventing task completion
• Photos (MMS) – Submit photo documentation of completed work
• HELP – Request help information
• STOP – Opt out of messages

6.5 Opt-Out

You may opt out of the SMS Program at any time by replying STOP, UNSUBSCRIBE,CANCEL, or QUIT to any message. Upon opting out, you will receive:

Opt-out requests are processed immediately (within 5 minutes). After opting out, you will not receive any further messages unless you re-subscribe by texting START.

6.6 Help

For assistance, reply HELP to any message. You will receive:

6.7 Message and Data Rates

Message and data rates may apply to any SMS or MMS messages sent to or received from our service, depending on your mobile carrier plan. Contact your wireless carrier for details about your messaging plan.

6.8 Carrier Disclaimer

Carriers (including but not limited to T-Mobile, AT&T, Verizon, and others) are not liable for delayed or undelivered messages. Message delivery is subject to effective transmission from your wireless carrier and is outside our control.

6.9 Privacy

Your mobile phone number and SMS consent information are collected and used solely for the purpose of delivering work-related messages through the SMS Program. We do not sell, rent, or share your mobile phone number with third parties for their marketing purposes. For more information, see our Privacy Policy.

6.10 Property Manager Responsibility

Property managers who add workers to the Service represent and warrant that they have informed workers about the SMS Program and that workers will be instructed to text START to opt in. YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE TELECOMMUNICATIONS LAWS AND REGULATIONS, INCLUDING BUT NOT LIMITED TO THE TELEPHONE CONSUMER PROTECTION ACT (TCPA), CAN-SPAM ACT, AND ANY STATE OR LOCAL LAWS. WE DISCLAIM ALL LIABILITY FOR YOUR COMMUNICATIONS.

7. Intellectual Property

The Service and all related content, features, and functionality are owned by Proply Inc. and are protected by intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely in accordance with these Terms.

You retain ownership of content you submit, but grant us a worldwide, royalty-free, perpetual, irrevocable license to use, modify, reproduce, distribute, and display such content in connection with operating and improving the Service.

8. Third-Party Services

The Service may integrate with or rely upon third-party services. We are not responsible for the availability, accuracy, content, or practices of third-party services. Your use of third-party services is at your own risk and subject to their respective terms.

9. DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR DATA
• WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS
• WARRANTIES REGARDING ANY RESULTS OBTAINED FROM USE OF THE SERVICE

WE DO NOT WARRANT THE ACCURACY OF ANY INFORMATION, INCLUDING BUT NOT LIMITED TO WEATHER DATA, AI-GENERATED CONTENT, OR ANY OTHER DATA PROVIDED THROUGH THE SERVICE. ANY RELIANCE ON SUCH INFORMATION IS AT YOUR OWN RISK.

10. ASSUMPTION OF RISK

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY FOR ALL RISKS ARISING FROM YOUR USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO RISKS RELATED TO DATA LOSS, SYSTEM FAILURES, COMMUNICATIONS FAILURES, RELIANCE ON SERVICE OUTPUT, AND ANY DECISIONS MADE BASED ON INFORMATION PROVIDED BY THE SERVICE.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROPLY INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES
• PERSONAL INJURY OR PROPERTY DAMAGE
• COST OF SUBSTITUTE GOODS OR SERVICES
• INTERRUPTION OF USE OR LOSS OF DATA
• ANY DAMAGES ARISING FROM YOUR USE OR INABILITY TO USE THE SERVICE

IN ANY CASE, OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO US IN THE THREE (3) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY, WHETHER BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS PROPLY INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATING TO: (A) YOUR USE OF THE SERVICE; (B) YOUR VIOLATION OF THESE TERMS; (C) YOUR VIOLATION OF ANY APPLICABLE LAW OR THIRD-PARTY RIGHTS; (D) ANY CONTENT YOU SUBMIT THROUGH THE SERVICE; (E) YOUR NEGLIGENCE OR WILLFUL MISCONDUCT; OR (F) ANY CLAIM BY A THIRD PARTY RELATED TO YOUR USE OF THE SERVICE, INCLUDING CLAIMS FROM INDIVIDUALS WHOSE INFORMATION YOU SUBMITTED TO THE SERVICE.

13. DISPUTE RESOLUTION AND ARBITRATION

13.1 Binding Arbitration

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT EITHER PARTY MAY SEEK INJUNCTIVE OR EQUITABLE RELIEF IN COURT FOR INTELLECTUAL PROPERTY INFRINGEMENT.

13.2 CLASS ACTION WAIVER

YOU AND PROPLY INC. AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

13.3 Arbitration Procedures

The arbitration shall be administered by a mutually agreed-upon arbitration service or, if the parties cannot agree, by a service selected by the Company. The arbitration shall be conducted in English. The arbitrator's decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

13.4 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles. For any matters not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in Delaware.

14. Force Majeure

We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation, facilities, fuel, energy, labor, materials, telecommunications failures, internet disruptions, third-party service failures, or government actions.

15. Termination

We may suspend or terminate your access to the Service at any time, for any reason or no reason, with or without notice, in our sole discretion. Upon termination:

• All rights granted to you under these Terms will immediately cease
• You remain liable for all fees incurred prior to termination
• We may delete your data without liability
• Sections 6-14 and any other provisions that by their nature should survive shall survive termination

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Proply Inc. regarding the Service and supersede all prior agreements and understandings.

16.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed, and the remaining provisions shall continue in full force and effect.

16.3 No Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by us.

16.4 Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may freely assign these Terms without restriction.

16.5 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights in any person or entity.

17. Contact

For questions about these Terms: