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These Terms of Service (the "Terms") are a binding legal agreement between you ("you," "your," or the "Client") and ProSearch LLC ("ProSearch," "ProSearch Advisory," "we," "us," or "our"), governing your access to and use of this website (the "Site") and any advisory, consulting, coaching, or related services we provide (collectively, the "Services"). By accessing the Site, booking a session, or engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, do not use the Site or the Services.
You represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms. If you are using the Site or engaging the Services on behalf of a company or other entity, you represent that you are authorized to bind that entity, and "you" refers to both you and that entity. The Services are intended for business and professional use only and are not offered to consumers for personal, family, or household purposes.
ProSearch Advisory provides advisory and consulting services to staffing firm owners, recruitment founders, and related businesses, which may include paid working sessions, fixed-scope project engagements, launch and build guidance, group programs, and ongoing advisory or fractional-leadership retainers. The specific scope, deliverables, fees, and timeline of any engagement beyond a standard booked session will be defined in a separate written proposal, statement of work, or engagement agreement (an "Engagement Agreement"). In the event of a conflict between an Engagement Agreement and these Terms, the Engagement Agreement controls for that engagement.
We reserve the right to refuse service, decline any engagement, or end an engagement at our discretion, including where we believe a conflict of interest, non-payment, abusive conduct, or unlawful purpose exists.
All fees are non-refundable. Payments for sessions, programs, retainers, and engagements are final and are not refundable once made, except where a refund is required by applicable law. By booking and paying, you acknowledge and agree to this no-refund policy.
You may reschedule a booked session once with at least 24 hours' notice, subject to availability. Sessions cancelled by you with less than 24 hours' notice, and no-shows, forfeit the session with no refund or credit. If we must reschedule for any reason, we will offer you the next available time; if we are unable to deliver a session you have paid for and cannot offer a reasonable alternative time, we will provide a credit toward a future session.
To get value from the Services, you agree to provide accurate, complete, and timely information, to make available the people and materials reasonably needed, and to make your own decisions about whether and how to act on our guidance. You are solely responsible for your business, your compliance with all laws applicable to you (including employment, labor, immigration, tax, and data-protection laws), your operations, your hiring and personnel decisions, and the results you achieve. You acknowledge that the success of any recommendation depends on factors outside our control, including your execution, your market, and your team.
The Services and all content on the Site are provided for general business and informational purposes only and reflect our opinions and professional experience. Nothing we provide constitutes legal, financial, investment, tax, accounting, or other licensed professional advice, and no attorney-client, fiduciary, employment, partnership, joint-venture, or agency relationship is created by your use of the Site or the Services. You should obtain advice from your own qualified professionals before making decisions. We make no representation, warranty, or guarantee of any kind regarding any specific result, revenue, profit, placement, hire, growth, savings, or other outcome. Any examples, figures, or past results described are illustrative and are not a promise that you will achieve the same.
Each party may receive non-public information from the other that is marked or reasonably understood to be confidential ("Confidential Information"). Each party agrees to use the other's Confidential Information only to perform under these Terms and to protect it with reasonable care. This does not apply to information that is or becomes public through no fault of the receiving party, was already known, is independently developed, or is required to be disclosed by law (in which case the party will give reasonable notice where permitted). We may describe the general nature of our work and use your name or logo as a reference only with your prior consent.
The Site and all of its content, together with our methods, frameworks, templates, tools, and other materials (collectively, "Our Materials"), are owned by ProSearch LLC or our licensors and are protected by intellectual-property laws. Subject to full payment, we grant you a limited, non-exclusive, non-transferable, revocable license to use deliverables and Our Materials provided in an engagement solely for your own internal business use. You may not copy, resell, sublicense, distribute, publish, or create derivative works from Our Materials, or remove any proprietary notices, without our prior written consent. We retain all rights not expressly granted, including the right to reuse our general knowledge, skills, and experience.
You agree not to misuse the Site, including by attempting to gain unauthorized access, interfering with its operation or security, scraping or harvesting data, introducing malicious code, infringing others' rights, or using the Site for any unlawful purpose. We may suspend or terminate your access for any violation.
The Site and Services may rely on or link to third-party services (for example, scheduling, payment, video or audio conferencing, and email providers). We do not control and are not responsible for third-party services, their availability, or their content, and your use of them is governed by their own terms and policies.
To the fullest extent permitted by law, the Site and the Services are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, accuracy, or non-infringement. We do not warrant that the Site or Services will be uninterrupted, error-free, secure, or free of harmful components, or that any information provided is complete or current.
To the fullest extent permitted by law, in no event will ProSearch LLC or its owner, members, contractors, or agents be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost business, lost data, or loss of goodwill, arising out of or related to the Site, the Services, or these Terms, even if advised of the possibility of such damages and regardless of the theory of liability. Our total aggregate liability for all claims arising out of or related to the Site, the Services, or these Terms will not exceed the amount you actually paid to us for the specific session or engagement giving rise to the claim during the three (3) months immediately preceding the event that gave rise to the claim. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you; in that case, our liability is limited to the greatest extent permitted by law.
You agree to defend, indemnify, and hold harmless ProSearch LLC and its owner, members, contractors, and agents from and against any claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Site or the Services; (b) your business decisions, operations, hiring or personnel actions, or other acts or omissions; (c) your violation of these Terms or any applicable law; or (d) your infringement of any third-party right.
The parties will first try in good faith to resolve any dispute informally by contacting each other. If a dispute is not resolved within thirty (30) days, it will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, held in Austin, Texas, before a single arbitrator, with judgment on the award entered in any court of competent jurisdiction. To the extent permitted by law, any dispute will be resolved on an individual basis, and you waive any right to participate in a class, collective, or representative action. Either party may seek injunctive or equitable relief in court to protect its intellectual property or Confidential Information. Each party bears its own fees except as the arbitrator may award.
These Terms and any dispute arising out of them are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. Subject to the arbitration provision above, the state and federal courts located in Travis County, Texas, will have exclusive jurisdiction, and you consent to personal jurisdiction and venue there.
We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, illness, natural disasters, outages, labor disputes, governmental actions, or failures of third-party services.
You may stop using the Site at any time. We may suspend or terminate your access to the Site or the Services, or any engagement, at any time for breach of these Terms or where reasonably necessary. Sections that by their nature should survive termination, including those on payment, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution, will survive.
We may update these Terms from time to time. The "last updated" date above reflects the current version, and material changes take effect when posted. Your continued use of the Site or the Services after changes are posted constitutes acceptance of the updated Terms.
These Terms, together with any applicable Engagement Agreement, are the entire agreement between the parties on this subject and supersede all prior discussions. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary. Our failure to enforce any provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a sale or reorganization. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
Questions about these Terms? Email s@prosearchta.com. ProSearch LLC is based in Austin, Texas.
These Terms are provided as a general template and do not constitute legal advice. You should have them reviewed by a licensed attorney before relying on them for your business.