Terms of Service

Prosfora – Terms of Service

Effective Date: August 20, 2025
Last Updated: May 14, 2026

Plain-English Note — Non-Binding

This document explains the rules for using Prosfora. It is written to be readable, but it is still a legal agreement. If there is any conflict between a plain-English explanation, marketing text, help article, FAQ, or summary and the legal text of these Terms, the legal text controls.

Legal Entity Notice

These Terms of Service are adopted by Prosfora Marketplace Inc., a company incorporated in British Columbia, Canada, operating as Prosfora through theprosfora.com and related services.

All references to “Prosfora,” “we,” “our,” “us,” or the “Platform” mean Prosfora Marketplace Inc.

1. Acceptance of These Terms

Welcome to Prosfora. Prosfora is an online marketplace that helps clients and independent service providers discover each other, communicate, arrange services, and use platform-supported payment tools.

By registering for, accessing, browsing, listing on, booking through, messaging through, or otherwise using Prosfora, you agree to these Terms of Service, including any policies incorporated by reference.

If you do not agree to these Terms, you must not use Prosfora.

We may update these Terms from time to time to reflect changes in law, technology, payment systems, platform features, or our business. When we make material changes, we will update the “Last Updated” date and provide notice where required by law. Continued use of Prosfora after updated Terms take effect means you accept the updated Terms.

2. Definitions

Platform means Prosfora’s website, applications, software, APIs, pages, listings, messaging tools, payment-related tools, communications, and related services.

User means any person or entity that accesses or uses the Platform.

Client means a User who searches for, requests, books, purchases, or receives services from a Provider.

Consumer means a Client who uses the Platform primarily for personal, family, or household purposes and may have non-waivable rights under consumer protection laws.

Provider means a User who offers, lists, quotes, performs, or sells services through the Platform.

Business User means a User acting for business, commercial, trade, professional, or income-generating purposes, including Providers and business Clients.

Provider Services means services offered or performed by Providers, including home services, cleaning, outdoor services, pet services, local tasks, or other services available on the Platform.

Platform Services means the technology, tools, marketplace infrastructure, messaging, listing, booking, payment-facilitation, reputation, support, and related services provided by Prosfora.

Transaction means an engagement, booking, job, quote, order, or service arrangement between a Client and a Provider that is discovered, arranged, initiated, facilitated, or completed through the Platform.

Content means any information, listing, profile, text, image, video, audio, message, review, document, file, certification, quote, price, or other material uploaded, posted, transmitted, or displayed by Users.

Third-Party Services means external services integrated with or used by Prosfora, including payment processors, hosting providers, analytics providers, identity tools, communication providers, and other vendors.

Payment Processor means Stripe or any other third-party payment provider used by Prosfora.

Applicable Law means all applicable laws, regulations, bylaws, codes, permits, licensing rules, tax rules, consumer protection rules, privacy rules, safety rules, sanctions rules, and industry-specific requirements.

3. Prosfora’s Role as a Neutral Marketplace

Prosfora provides marketplace technology. Prosfora helps Users discover, communicate, arrange, document, and facilitate Transactions.

Prosfora does not provide Provider Services.

Prosfora is not:

a contractor;
a subcontractor;
an employer;
an agency;
a staffing company;
a broker;
an insurer;
a guarantor;
a fiduciary;
a joint venturer;
a partner of any User;
a supervisor of Provider work;
a party to service contracts between Clients and Providers.

Contracts for Provider Services are formed directly between the Client and the Provider. Prosfora is not a party to those contracts.

Prosfora does not control, direct, guarantee, or supervise:

the quality of Provider Services;
the safety of Provider Services;
the legality of Provider Services;
the timing of Provider Services;
the pricing of Provider Services;
the scope of Provider Services;
the result or outcome of Provider Services;
whether a Provider is suitable for a specific job.

Prosfora may provide profiles, reviews, badges, categories, search tools, messaging tools, payment-related tools, safety information, and support resources. These tools do not make Prosfora responsible for Provider Services.

4. Eligibility

To use Prosfora, you must:

be at least 18 years old;
have legal capacity to enter into binding contracts;
provide accurate, current, and complete registration information;
keep your account information updated;
comply with all Applicable Law;
use the Platform only for lawful purposes.

If you use Prosfora on behalf of a business, corporation, partnership, sole proprietorship, or other entity, you represent that you have authority to bind that entity to these Terms.

Prosfora may refuse, suspend, restrict, or terminate access if we believe a User does not meet eligibility requirements or creates legal, safety, fraud, payment, reputational, or platform-integrity risk.

5. Account Registration and Security

You are responsible for maintaining the confidentiality and security of your account credentials.

You agree to:

maintain only one account per person or business unless Prosfora allows otherwise;
provide accurate account information;
keep your login credentials secure;
not share your account with unauthorized persons;
promptly notify Prosfora of suspected unauthorized access;
be responsible for activity under your account, except where caused by Prosfora’s gross negligence, fraud, or intentional misconduct.

Notify us at info@theprosfora.com if you believe your account has been compromised.

Prosfora may suspend or terminate accounts involving false information, suspected fraud, legal risk, payment risk, safety risk, repeated complaints, or violations of these Terms.

6. Acceptable Use

You must use Prosfora lawfully, honestly, and respectfully.

You must not:

post illegal, deceptive, misleading, infringing, defamatory, obscene, abusive, discriminatory, or harmful Content;
misrepresent your identity, business, qualifications, experience, licences, certifications, insurance, reviews, availability, or pricing;
harass, threaten, abuse, stalk, intimidate, discriminate against, or harm another User;
use Prosfora for fraud, scams, money laundering, sanctions violations, or illegal activity;
scrape, harvest, copy, mine, reverse engineer, overload, disrupt, or interfere with the Platform;
bypass, weaken, or test the security of the Platform without authorization;
create fake accounts, fake bookings, fake reviews, fake leads, or fake credentials;
upload malware, spyware, malicious code, or harmful files;
use Prosfora to send spam or unlawful commercial electronic messages;
circumvent Prosfora’s payment system, fees, or platform rules.

Prosfora may investigate suspected violations, remove Content, restrict features, suspend accounts, terminate accounts, or take other action where we consider it appropriate.

7. Provider Responsibilities

Providers are independent businesses or individuals offering Provider Services directly to Clients.

Providers are solely responsible for:

the accuracy of their listings;
the services they offer;
the prices they quote;
the work they perform;
the tools, equipment, materials, methods, and labour they use;
compliance with laws, permits, licences, codes, bylaws, tax rules, and safety standards;
obtaining and maintaining required licences, permits, certifications, insurance, and registrations;
determining whether they are qualified and legally authorized to perform a job;
communicating clearly with Clients;
honouring confirmed bookings;
managing cancellations and refunds according to their displayed policy and Applicable Law;
paying taxes, fees, payroll obligations, insurance, and business expenses;
handling complaints related to their Provider Services.

Providers must not make misleading claims, including fake certifications, fake licences, fake insurance, misleading photos, fake reviews, inflated experience, or claims that Prosfora has endorsed their work unless Prosfora has expressly stated so in writing.

Prosfora may require edits to listings, remove listings, restrict categories, request documentation, or suspend Providers who violate these Terms or create legal, safety, quality, payment, or reputational risk.

8. Regulated, Licensed, and High-Risk Services

Some services are regulated by law and may require licences, permits, certifications, inspections, insurance, trade qualifications, WorkSafeBC coverage, municipal approvals, or other authorization.

Providers must not list, quote, offer, perform, subcontract, or advertise regulated work unless they have all required legal authority to do so.

This may include, without limitation:

electrical work;
gas work;
plumbing work;
HVAC or refrigeration work;
boiler, pressure vessel, or regulated equipment work;
elevator or elevating device work;
structural work;
roofing work;
demolition;
asbestos or hazardous material work;
pest control;
locksmith or security-related work;
medical, legal, immigration, financial, engineering, architectural, or other professional services requiring credentials;
any other service requiring a licence, permit, certification, registration, inspection, or professional authorization.

Prosfora may require proof of licences, insurance, permits, certifications, identity, trade status, business registration, safety credentials, or WorkSafeBC coverage before allowing certain categories or listings.

A badge, category placement, profile status, approval, or listing visibility does not mean Prosfora guarantees that a Provider is licensed, insured, qualified, safe, suitable, or legally authorized unless Prosfora expressly states this in writing for that specific Provider and specific credential.

Clients are responsible for deciding whether to request proof of licence, insurance, permit, certification, or qualification before hiring a Provider.

9. Client Responsibilities

Clients are responsible for:

providing accurate job details;
describing the scope, location, timing, access, materials, photos, measurements, and special conditions of the job;
reviewing Provider profiles, listings, prices, policies, licences, qualifications, insurance, and reviews;
confirming all important terms in writing through the Platform;
ensuring the job location is safe and accessible;
obtaining landlord, strata, municipal, or other required approvals where applicable;
paying agreed amounts and applicable fees;
cooperating reasonably with Providers;
complying with Applicable Law.

Clients should not rely only on a Provider’s profile, rating, badge, or review history. Clients should use their own judgment and request additional proof where the nature of the job requires it.

Prosfora is not responsible for a Client’s failure to verify whether a Provider is appropriate for a particular job.

10. Booking, Quotes, and Communication

Users should keep all material communication on the Platform.

Important terms should be confirmed in writing through Prosfora messages, including:

scope of work;
price;
hourly rate or fixed price;
materials;
exclusions;
timing;
cancellation policy;
refund policy;
access instructions;
change orders;
safety issues;
special requirements.

Changes to scope, price, timing, materials, or cancellation terms should be confirmed through the Platform before work continues.

In-platform communication helps document the agreement and may assist with support, safety, fraud prevention, payment issues, disputes, and enforcement of these Terms.

11. Payments — Facilitation Only; No Escrow

Payments are processed by Stripe or another Payment Processor. Use of payment features may also be subject to the Payment Processor’s terms, connected account agreements, privacy policies, risk controls, payout rules, chargeback rules, and compliance requirements.

Prosfora may provide payment-related tools that help Users pay, receive payment, charge platform fees, process refunds, manage cancellations, delay payouts, release payouts, reverse transactions, respond to disputes, or apply risk controls through the Payment Processor.

Prosfora is not a bank, trust company, money services business, escrow agent, trustee, fiduciary, deposit-taking institution, financial institution, or licensed payment institution.

Prosfora does not itself hold User funds as escrow or in trust. Funds may be authorized, charged, processed, held, reserved, delayed, transferred, refunded, reversed, or paid out by the Payment Processor according to processor rules, card network rules, platform settings, risk controls, and Applicable Law.

Payment timing, authorization holds, capture timing, payout timing, reserves, refunds, reversals, chargebacks, currency conversion, and payment processing fees may be controlled or affected by the Payment Processor, card networks, banks, financial institutions, fraud controls, compliance requirements, and Applicable Law.

Prosfora may instruct the Payment Processor regarding platform fees, payouts, refunds, reversals, adjustments, reserves, delayed payout timing, or dispute-related actions where permitted by law, processor rules, and platform rules.

Use of payment features does not create an escrow relationship, fiduciary relationship, trust relationship, banking relationship, or money services relationship between Prosfora and any User.

12. Fees

Prosfora may charge platform fees, transaction fees, service fees, processing-related fees, subscription fees, category fees, promotional fees, or other fees.

Fees and timing will be disclosed through the Platform, checkout flow, account settings, fee schedule, listing rules, or other posted rules.

By using the Platform, you authorize Prosfora and its Payment Processor to deduct applicable Prosfora fees, payment processing fees, taxes, chargebacks, refunds, reversals, adjustments, and amounts owed from payments, payouts, balances, or other amounts payable to you where permitted by law and processor rules.

Fees may change with notice. Continued use after fee changes take effect means you accept the updated fees.

Unless required by law or expressly stated otherwise, Prosfora fees are non-refundable.

13. Taxes and Platform Reporting

Each User is responsible for determining, collecting, reporting, and remitting their own taxes, including income tax, GST, PST, HST, sales tax, payroll tax, business licence fees, and other applicable taxes.

Prosfora does not provide tax, accounting, legal, or financial advice.

Providers are responsible for determining whether they must register for, collect, report, or remit GST, PST, HST, or other taxes.

Prosfora may be required by law to collect tax-related information from Providers and report certain information to tax authorities, including the Canada Revenue Agency or other government authorities.

Providers agree to provide accurate tax, identity, business, address, residency, and payment information requested by Prosfora or its Payment Processor for compliance, reporting, verification, payout, or legal purposes.

If a Provider fails to provide required information, Prosfora may suspend listings, restrict payouts, withhold access to payment features, remove listings, or terminate the account where permitted by law and processor rules.

14. No Circumvention and Off-Platform Payments

If a Client discovers, contacts, books, or engages a Provider through Prosfora, related Transactions must be arranged and paid through the Platform unless Prosfora gives prior written consent.

Users must not:

solicit off-platform payment;
accept off-platform payment for a Prosfora-originated Transaction;
direct another User to pay by cash, e-transfer, cheque, direct card payment, PayPal, crypto, bank transfer, or any other method outside the Platform;
share payment details to bypass Prosfora;
use Prosfora to find Users and then avoid Prosfora fees;
create duplicate arrangements outside Prosfora to avoid the Platform.

Users may share job-related contact details, addresses, access instructions, measurements, photos, scheduling details, and safety information when reasonably necessary to complete a Transaction. However, Users must not use that information to bypass Prosfora’s payment system, fees, or platform rules.

Prosfora may monitor in-platform communications, automatically or manually, for the limited purposes of fraud prevention, safety, dispute support, payment-rule enforcement, platform integrity, and compliance with these Terms and the Privacy Policy.

Violation of this section may result in cancelled listings, withheld or adjusted payouts where permitted, loss of platform access, suspension, termination, legal action, and injunctive relief.

15. Cancellations, Refunds, and Adjustments

Providers are responsible for defining and displaying their cancellation and refund policies where applicable.

Clients are responsible for reviewing the Provider’s cancellation and refund policy before booking.

Unless Prosfora expressly states otherwise, refunds, cancellations, adjustments, and goodwill credits are primarily handled between the Client and the Provider.

Prosfora does not guarantee refunds and is not responsible for Provider refund policies, Provider work quality, Provider delays, Provider cancellations, or Client dissatisfaction with Provider Services.

However, Prosfora may process, facilitate, approve, deny, reverse, or adjust refunds, credits, cancellations, chargebacks, or payout adjustments where required or permitted by:

Applicable Law;
Payment Processor rules;
card network rules;
platform rules;
fraud prevention;
safety concerns;
Provider misconduct;
duplicate charges;
technical errors;
dispute outcomes;
Prosfora’s discretion.

Payment Processor timelines, bank timelines, authorization holds, card network rules, currency conversion, fees, chargebacks, and payout delays are not controlled by Prosfora.

16. Disputes Between Users

Clients and Providers should first attempt to resolve disputes directly through in-platform messages.

Users should preserve relevant evidence, including:

messages;
photos;
videos;
quotes;
invoices;
receipts;
change orders;
timelines;
proof of completion;
safety concerns;
cancellation records.

Prosfora may provide support tools, documentation tools, voluntary assistance, or mediation-style communication support. Prosfora is not obligated to intervene and does not act as a court, arbitrator, escrow agent, insurer, guarantor, regulator, or legal authority.

If a dispute cannot be resolved through the Platform, Users may pursue available remedies under Applicable Law, including applicable courts or tribunals.

17. Verification, Badges, and Background Checks

Prosfora may, but is not required to, conduct identity checks, credential checks, licence checks, background checks, insurance checks, business checks, payment checks, fraud checks, or other verification steps through third-party providers or internal review.

Any verification, badge, approval, listing status, or profile label is provided “as available” and is limited to the specific check or information described.

Unless Prosfora expressly states otherwise in writing:

verification does not guarantee service quality;
verification does not guarantee safety;
verification does not guarantee licensing;
verification does not guarantee insurance;
verification does not guarantee legal compliance;
verification does not guarantee suitability for a particular job;
verification does not mean Prosfora endorses a Provider.

Users remain responsible for their own due diligence.

Prosfora may remove, change, suspend, or revoke badges, verification status, listing visibility, or account access at any time where appropriate.

18. Reviews and Feedback

Reviews must be truthful, lawful, relevant, based on first-hand experience, and written in good faith.

Users must not post:

fake reviews;
paid reviews;
manipulated reviews;
retaliatory reviews;
discriminatory reviews;
abusive reviews;
defamatory reviews;
reviews based on services not actually received or provided;
reviews created by friends, employees, competitors, or related parties without proper disclosure.

Prosfora may remove, reject, hide, limit, label, or moderate reviews that violate these Terms, review guidelines, platform rules, or Applicable Law.

Prosfora may format reviews for display, but Prosfora will not materially change the substance of a lawful User review.

Nothing in these Terms prohibits a Consumer from posting or communicating a lawful review where such right cannot be waived under Applicable Law.

19. User Content

You are solely responsible for Content you upload, post, transmit, submit, or display through Prosfora.

You represent and warrant that:

your Content is accurate, lawful, and not misleading;
you own or have the rights needed to use your Content;
your Content does not infringe intellectual property, privacy, publicity, contractual, or other rights;
your Content does not violate these Terms or Applicable Law.

Prosfora does not endorse User Content and is not responsible for User Content.

Prosfora may remove, disable, restrict, or modify the display of Content that we believe violates these Terms, Applicable Law, third-party rights, platform rules, safety requirements, or marketplace integrity.

20. Licence to User Content

You retain ownership of your Content.

By posting Content on Prosfora, you grant Prosfora a non-exclusive, worldwide, royalty-free, transferable, sublicensable licence to host, store, reproduce, display, distribute, publish, adapt for formatting, promote, and use your Content in connection with:

operating the Platform;
displaying listings and profiles;
providing search and marketplace features;
marketing Prosfora;
improving Platform functionality;
supporting transactions;
complying with law;
enforcing these Terms.

This licence continues for as long as needed to operate, promote, protect, and improve the Platform, comply with law, resolve disputes, preserve records, and enforce these Terms.

21. Prosfora Intellectual Property

Prosfora’s name, brand, logo, design, software, interface, workflows, text, graphics, icons, code, databases, page structure, and platform features are owned by Prosfora or its licensors.

You may not copy, reproduce, distribute, modify, reverse engineer, scrape, imitate, frame, sell, license, or exploit Prosfora’s intellectual property except as permitted by these Terms or with Prosfora’s written consent.

No rights are granted except those expressly stated in these Terms.

22. Feedback to Prosfora

If you provide ideas, suggestions, improvements, comments, feature requests, business concepts, design suggestions, or other feedback to Prosfora, you agree that Prosfora may use them without restriction or compensation.

To the maximum extent permitted by law, you assign to Prosfora all rights in such feedback.

23. Intellectual Property Complaints

If you believe Content on Prosfora infringes your intellectual property rights, contact us at info@theprosfora.com with:

identification of the work you believe is infringed;
identification of the allegedly infringing material and its location on the Platform;
your name and contact information;
a statement that you have a good-faith belief the disputed use is unauthorized;
a statement that the information in your notice is accurate;
a statement that you are authorized to act on behalf of the rights owner.

Prosfora may remove or restrict access to disputed Content and may terminate repeat infringers.

Prosfora may share your notice with the User who posted the disputed Content and may allow that User to respond.

24. Privacy, Data Protection, and Communications Monitoring

Prosfora collects, uses, discloses, stores, and protects personal information as described in the Prosfora Privacy Policy.

Users must not misuse personal information obtained through Prosfora.

Users may use another User’s personal information only as reasonably necessary to complete a Transaction, communicate about a Transaction, comply with law, resolve a dispute, or protect safety.

Users must not scrape, harvest, sell, publish, misuse, spam, or commercially exploit another User’s personal information.

To protect marketplace integrity, Prosfora may monitor, review, scan, analyze, or moderate in-platform communications automatically and/or manually for purposes reasonably necessary to operate and protect the Platform, including:

fraud prevention;
scam detection;
safety protection;
harassment prevention;
dispute support;
payment-rule enforcement;
no-circumvention enforcement;
account security;
legal compliance;
platform improvement;
enforcement of these Terms.

Prosfora does not promise to monitor all communications and has no obligation to detect or prevent every violation.

Prosfora may disclose communications, account information, transaction information, or other data where required or permitted by law, legal process, regulator request, law enforcement request, Payment Processor rules, safety concerns, dispute resolution, fraud prevention, or enforcement of these Terms.

25. Third-Party Services

Prosfora uses Third-Party Services, including payment processing, hosting, analytics, identity tools, messaging tools, communication tools, and other technology providers.

Your use of Third-Party Services may be subject to their own terms, privacy policies, fees, risk controls, technical requirements, and compliance rules.

Prosfora is not responsible for Third-Party Services, including:

outages;
delays;
data processing;
payment failures;
chargebacks;
verification errors;
account holds;
payout delays;
service interruptions;
third-party policy changes;
third-party fees.

Prosfora may add, remove, replace, or modify Third-Party Services at any time.

26. Prohibited Services and Categories

Providers may not list, offer, arrange, or perform services involving:

illegal services;
unsafe services;
weapons, explosives, or dangerous devices;
surveillance, spyware, hacking, credential theft, or cyber abuse;
fraud, scams, money laundering, or sanctions-restricted activity;
unlicensed medical, legal, financial, immigration, engineering, architectural, or other professional services;
regulated trades or high-risk work without required licences, permits, certifications, insurance, or authorization;
hazardous materials, asbestos, mould, lead, chemicals, biohazards, or similar risks without required qualifications and legal authorization;
adult sexual services;
controlled substances;
counterfeit goods;
stolen goods;
anything that Prosfora determines creates unacceptable legal, safety, regulatory, reputational, or payment risk.

Prosfora may remove prohibited listings without notice.

27. Insurance and Risk Allocation

Providers are solely responsible for obtaining and maintaining insurance appropriate for their services, business, risks, and legal obligations.

This may include, where appropriate:

commercial general liability insurance;
professional liability insurance;
vehicle insurance;
workers’ compensation coverage;
WorkSafeBC coverage;
bonding;
trade-specific insurance;
other legally required coverage.

Prosfora does not provide insurance, warranty, bond, indemnity, or guarantee for Provider Services.

Clients should consider whether proof of insurance, licence, permit, or certification is appropriate before booking a Provider.

28. No Professional Advice

Information on Prosfora, including profiles, listings, prices, estimates, guides, reviews, categories, articles, FAQs, recommendations, or support content, is provided for general information only.

Prosfora does not provide legal, tax, financial, insurance, construction, engineering, architectural, medical, immigration, safety, or other professional advice.

Users should obtain professional advice where appropriate.

29. No Emergency Services

Prosfora is not an emergency service.

Do not use Prosfora for urgent threats to life, health, property, safety, fire, gas leaks, electrical hazards, crime, flooding, structural collapse, or other emergencies.

In an emergency, contact emergency services, your utility provider, building manager, insurer, municipality, or qualified emergency professional as appropriate.

30. Disclaimer of Warranties

The Platform and all Platform Services are provided on an “as is” and “as available” basis.

To the maximum extent permitted by law, Prosfora disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including warranties of:

merchantability;
fitness for a particular purpose;
title;
non-infringement;
accuracy;
availability;
reliability;
security;
uninterrupted operation;
error-free operation;
suitability of Providers;
quality of Provider Services;
legality of Provider Services;
outcome of Provider Services.

Prosfora does not guarantee that:

the Platform will always be available;
the Platform will be error-free;
messages will always be delivered;
payments will always be processed without delay;
Providers will be available;
Providers will complete work;
Provider work will meet expectations;
Content will be accurate;
reviews will be complete or reliable;
disputes will be resolved in any particular way.

31. Limitation of Liability

To the maximum extent permitted by law, Prosfora and its affiliates, directors, officers, employees, contractors, agents, service providers, and licensors are not liable for:

indirect damages;
incidental damages;
consequential damages;
special damages;
exemplary damages;
punitive damages;
lost profits;
lost revenue;
lost business opportunities;
lost goodwill;
lost data;
business interruption;
reputational harm;
service delays;
service cancellations;
Provider misconduct;
Client misconduct;
property damage caused by Users;
personal injury caused by Users;
legal violations caused by Users;
disputes between Users;
Third-Party Service failures;
Payment Processor delays, holds, reversals, reserves, or chargebacks.

To the maximum extent permitted by law, Prosfora’s aggregate liability for all claims arising out of or relating to the Platform or these Terms will not exceed the greater of:

the fees actually paid by you to Prosfora, excluding Provider fees and payment processor fees, in the 12 months before the event giving rise to the claim; or
CAD $100.

Nothing in these Terms limits liability where such limitation is prohibited by Applicable Law, including liability for fraud, intentional misconduct, gross negligence, or non-waivable consumer rights.

32. Indemnification

To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless Prosfora and its affiliates, directors, officers, employees, contractors, agents, service providers, and licensors from and against claims, demands, damages, losses, liabilities, penalties, fines, costs, and expenses, including reasonable legal fees, arising out of or related to:

your breach of these Terms;
your violation of Applicable Law;
your misuse of the Platform;
your Content;
your Provider Services;
your failure to obtain licences, permits, insurance, certifications, tax registrations, or legal authorizations;
your fraud, misrepresentation, negligence, misconduct, or unlawful conduct;
your dispute with another User;
your violation of third-party rights;
your circumvention or attempted circumvention of Prosfora’s payment system.

Prosfora may control the defence of any indemnified claim, including selection of counsel, settlement strategy, and legal response.

You may not settle a claim in a way that imposes obligations on Prosfora without Prosfora’s written consent.

33. Suspension, Restriction, and Termination

Prosfora may suspend, restrict, deactivate, or terminate your account, listings, access, payment features, messaging features, or other Platform features if we believe that:

you violated these Terms;
you violated Applicable Law;
you created legal, safety, fraud, payment, tax, regulatory, or reputational risk;
you provided false or misleading information;
you failed to provide requested documentation;
you received repeated complaints;
you attempted to circumvent payments;
you misused personal information;
you engaged in harassment, discrimination, abuse, or unsafe conduct;
a regulator, court, law enforcement agency, Payment Processor, or Third-Party Service requires or recommends action;
continued access may harm Prosfora, Users, or the Platform.

Termination does not relieve you of obligations incurred before termination, including unpaid fees, taxes, refunds, chargebacks, indemnity obligations, and dispute-related obligations.

Prosfora may retain records as required or permitted by law, the Privacy Policy, Payment Processor rules, tax rules, fraud prevention, dispute resolution, and legitimate business purposes.

34. Consumer Rights

Nothing in these Terms limits, excludes, or waives any rights that cannot be limited, excluded, or waived under Applicable Law.

Consumers may have rights under consumer protection, privacy, electronic commerce, payment, product, service, and other laws. If any provision of these Terms conflicts with non-waivable consumer rights, the non-waivable rights control.

Prosfora does not intend to require Consumers to waive rights that cannot legally be waived.

35. Dispute Resolution with Prosfora

If you have a dispute with Prosfora, please contact us first at info@theprosfora.com so we can attempt to resolve the issue informally.

Consumers

For Consumers, nothing in these Terms requires mandatory arbitration, prevents access to a court or tribunal, prevents participation in a class proceeding, or limits any non-waivable rights where such restriction is prohibited by Applicable Law.

After a dispute arises, Prosfora and a Consumer may mutually agree to arbitration, mediation, or another dispute resolution process if permitted by law.

Providers and Business Users

For Providers and Business Users, to the extent permitted by Applicable Law, disputes with Prosfora that cannot be resolved informally within 30 days may be resolved by binding arbitration in Vancouver, British Columbia under the Arbitration Act (British Columbia).

This arbitration clause does not apply where Applicable Law makes arbitration unavailable, void, inoperative, or unenforceable, including for certain low-value claims or non-waivable statutory rights.

To the extent permitted by law, Providers and Business Users agree that disputes with Prosfora will proceed on an individual basis and not as a class, collective, consolidated, or representative proceeding.

Court Relief

Prosfora may seek temporary, urgent, injunctive, equitable, or court relief in British Columbia courts to protect intellectual property, confidential information, platform integrity, payment rules, User safety, or to enforce the No Circumvention section.

36. Governing Law and Venue

These Terms are governed by the laws of British Columbia and the federal laws of Canada applicable in British Columbia, without regard to conflict-of-law rules.

Subject to non-waivable rights and the dispute resolution provisions above, the courts located in British Columbia, Canada will have jurisdiction over disputes involving Prosfora.

Nothing in this section limits mandatory rights that apply in a User’s jurisdiction and cannot legally be waived.

37. Electronic Communications and Notices

You consent to receive electronic communications from Prosfora, including emails, in-platform messages, notices, invoices, confirmations, payment notices, security alerts, policy updates, and legal notices.

Electronic communications satisfy any legal requirement that communications be in writing, to the extent permitted by law.

You must keep your email address and account information current.

Notices to you are effective when sent to the email address or account associated with your Prosfora account.

Legal notices to Prosfora must be sent to:

Prosfora Marketplace Inc.
Email: info@theprosfora.com

38. Marketing Communications and CASL

Prosfora may send marketing communications only with consent or as permitted by Canada’s Anti-Spam Legislation and other Applicable Law.

Marketing communications will identify the sender and include a way to unsubscribe where required by law.

You may unsubscribe from marketing communications at any time.

Essential service messages, including security notices, booking confirmations, payment notices, account notices, legal notices, and transactional communications, may still be sent where permitted by law.

Users must not use Prosfora to send unlawful commercial electronic messages, spam, or unsolicited marketing.

39. Electronic Signatures and Transactions

You agree that electronic actions, including clicking buttons, checking boxes, creating an account, submitting forms, posting listings, sending messages, accepting quotes, making bookings, and making payments, may constitute electronic signatures and legally binding actions.

Electronic records, electronic signatures, and electronic communications may be used to form and evidence contracts to the extent permitted by Applicable Law.

40. Changes to the Platform

Prosfora may add, remove, suspend, modify, replace, discontinue, or limit any feature, category, page, tool, integration, fee, policy, listing type, payment flow, or Platform Service at any time.

Prosfora is not liable for changes, interruptions, suspensions, or discontinuation of Platform features, except where liability cannot be excluded by law.

41. Beta Features and Experiments

Prosfora may offer beta, test, experimental, early-access, or limited-release features.

Beta features may be incomplete, unstable, inaccurate, changed, removed, or discontinued at any time.

Beta features are provided “as is” and “as available” to the maximum extent permitted by law.

42. Force Majeure

Prosfora is not liable for delay or failure to perform caused by events beyond its reasonable control, including:

natural disasters;
fires;
floods;
severe weather;
war;
terrorism;
civil unrest;
labour disputes;
government action;
court orders;
utility failures;
internet outages;
cyberattacks;
Payment Processor failures;
hosting failures;
Third-Party Service failures;
supply chain failures;
pandemics;
other events beyond reasonable control.

43. International Use

Prosfora may be accessible from outside Canada, but Prosfora does not represent that the Platform or any Provider Services are lawful, available, or appropriate in every jurisdiction.

Users are responsible for compliance with local laws where they access the Platform, offer services, perform services, or receive services.

Prosfora may restrict access in certain locations.

44. Export Controls and Sanctions

You represent and warrant that:

you are not located in, resident in, organized under, or controlled by a country or region subject to applicable sanctions;
you are not listed on any restricted-party, denied-party, blocked-person, or sanctions list;
you will not use Prosfora for transactions prohibited by Canadian, U.S., UK, EU, UN, or other applicable sanctions or export-control laws.

Prosfora may suspend, terminate, block, or report accounts or transactions where sanctions, export-control, payment, or legal risk exists.

45. No Agency, Employment, Partnership, or Franchise

Nothing in these Terms creates an employment, agency, partnership, joint venture, franchise, fiduciary, contractor-subcontractor, or representative relationship between Prosfora and any User.

Providers are independent from Prosfora.

Providers are not employees, agents, representatives, contractors, subcontractors, partners, franchisees, or joint venturers of Prosfora.

Providers are solely responsible for how they operate their business, perform services, price services, pay taxes, obtain insurance, comply with labour laws, and satisfy legal obligations.

46. Assignment

You may not assign or transfer these Terms, your account, or your rights or obligations under these Terms without Prosfora’s prior written consent.

Prosfora may assign or transfer these Terms, in whole or in part, in connection with a merger, acquisition, financing, restructuring, sale of assets, corporate transaction, or transfer of business, with notice where required by law.

47. Severability

If any provision of these Terms is found invalid, illegal, void, or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will continue in full force and effect.

If a provision cannot be enforced as written, it will be interpreted or modified to the minimum extent necessary to make it enforceable where permitted by law.

48. No Waiver

Prosfora’s failure to enforce any provision of these Terms is not a waiver of the right to enforce that provision later.

Any waiver must be in writing and signed by Prosfora.

49. Entire Agreement and Order of Precedence

These Terms, together with the Privacy Policy, Community Guidelines, fee schedules, category rules, payment rules, listing rules, and other policies incorporated by reference, form the entire agreement between you and Prosfora regarding the Platform.

If there is a conflict between documents, the following order applies unless expressly stated otherwise:

these Terms;
category rules, fee schedules, payment rules, and listing rules;
the Privacy Policy;
Community Guidelines;
help articles, FAQs, summaries, and marketing materials.

Marketing materials, summaries, FAQs, and help articles do not override these Terms.

50. Survival

The following sections survive suspension, termination, account closure, or expiration of these Terms:

Prosfora’s Role as a Neutral Marketplace;
Payments;
Fees;
Taxes and Platform Reporting;
No Circumvention;
Disputes Between Users;
User Content;
Licence to User Content;
Prosfora Intellectual Property;
Privacy and Communications Monitoring;
Disclaimer of Warranties;
Limitation of Liability;
Indemnification;
Consumer Rights;
Dispute Resolution with Prosfora;
Governing Law and Venue;
Electronic Communications and Notices;
Assignment;
Severability;
No Waiver;
Entire Agreement;
Survival;
Interpretation;
any other provision that by its nature should survive.

51. Interpretation

“Including” means “including without limitation.”

Headings are for convenience only and do not affect interpretation.

Singular words include the plural and plural words include the singular where context permits.

References to laws include those laws as amended, replaced, or supplemented.

If these Terms are translated into another language, the English version controls unless Applicable Law requires otherwise.

52. Contact

For legal notices, questions, or support regarding these Terms, contact:

Prosfora Marketplace Inc.
Operating as Prosfora
Email: info@theprosfora.com