Terms of Service

Last updated: October 6, 2026 · Effective October 6, 2026 for new accounts and November 5, 2026 for accounts created before October 6, 2026

1. Agreement and Acceptance

1.1. These Terms of Service (the "Terms") govern your access to and use of the Prosabe websites (including prosabe.com), the Prosabe web application, the Prosabe assistant on WhatsApp, the Prosabe application programming interface ("API"), and any related software, content, digital products and services, as well as the websites and digital products offered under the former "Optimo Education" brand (including optimoeducation.com and its guides and ebooks) (together, the "Service").

1.2. The Service is provided by ALCO GROUP LLC, a limited liability company organized under the laws of the State of Wyoming, United States, with its address for legal notices at 30 N Gould St, Sheridan, WY 82801, USA ("Prosabe", "we", "us" or "our"). Prosabe and Optimo Education are trade names of ALCO GROUP LLC.

1.3. By creating an account, clicking a button or checkbox to accept these Terms, purchasing a subscription or digital product, or otherwise accessing or using the Service, you agree to be bound by these Terms, our Privacy Policy, our Cookie Policy and, where applicable, our Data Processing Agreement, each of which is incorporated by reference. If you do not agree, you must not use the Service.

1.4. Business use. The Service is designed and offered for business and professional purposes. If you use the Service on behalf of a company, organization or other legal entity (an "Organization"), you represent and warrant that you have the authority to bind that Organization to these Terms, and "you" refers to both you and that Organization. If you do not have that authority, you must not accept these Terms on its behalf.

1.5. Electronic contract. You agree that these Terms, and any notices or disclosures we provide electronically, satisfy any legal requirement that they be in writing, and that your electronic acceptance has the same effect as a handwritten signature, in accordance with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and equivalent laws.

2. Definitions

• "Account" means the account you create to use the Service.
• "Account Owner" means the person who creates an Account or a team workspace and controls its subscription, members and settings.
• "AI Features" means the features of the Service that use artificial intelligence models, including SOP generation, the operational assistant ("Preguntar"/"Ask"), AI editing, document import, business analysis, team intelligence and the WhatsApp assistant.
• "Customer Content" means all content and data that you or your Members submit to, upload to, or create with the Service, including SOPs, company profile information, images, files, templates, comments, questions and prompts, together with the Output generated for you.
• "Member" means any person you invite to or allow to use your Account or workspace, including team members with editor or viewer roles.
• "Output" means content generated by the AI Features in response to your inputs.
• "Subscription" means a paid plan for the Service, billed on a monthly or annual basis.

3. Eligibility

3.1. You must be at least 18 years old, or the age of legal majority in your jurisdiction if higher, and legally able to enter into a binding contract. The Service is not directed to children, and we do not knowingly collect personal data from anyone under 18.

3.2. You may not use the Service if (a) you are located in, or are ordinarily resident in, a country or region subject to comprehensive U.S. sanctions or embargoes; (b) you, or the Organization you act for, are listed on, or owned or controlled by a party listed on, any U.S. government restricted-party list, including the U.S. Treasury Department's Specially Designated Nationals List; or (c) we have previously terminated your Account for a violation of these Terms.

4. Accounts, Security and Teams

4.1. Registration. You must provide accurate, current and complete information when you register and keep it up to date. You may not impersonate any person or create an Account for anyone else without authorization.

4.2. Credentials. You are responsible for keeping your password, API keys and access links confidential, and for all activity that occurs under your Account, whether or not you authorized it, except to the extent caused by our breach of these Terms. Notify us immediately at support@prosabe.com of any unauthorized access or security incident involving your Account.

4.3. Teams. The Account Owner may invite Members and assign them roles. The Account Owner (and the Organization it acts for) is responsible for (a) each Member's compliance with these Terms; (b) choosing which Members can view, edit, approve or share content; (c) obtaining any notices, consents or authorizations required by law to add Members and to process their personal data in the Service, including their names, email addresses and, for the WhatsApp assistant, their phone numbers; and (d) removing access for Members who should no longer have it. AI usage consumed by Members counts against the Account Owner's plan.

4.4. API keys. If you generate API keys, you are responsible for securing them and for all requests made with them. We may revoke keys that are compromised or misused.

5. The Service

5.1. Description. The Service allows you to create, edit, store, organize, version, export, share and consult SOPs and related business documents; to manage a media library; to collaborate with Members; and to use the AI Features. Features available to you depend on your plan.

5.2. Changes. We continuously improve the Service and may add, change or remove features at any time. If we remove a material feature of a paid plan during a prepaid period, we will notify you and, at your request, refund the prepaid fees for the unused portion of that period as your sole remedy.

5.3. Free plan, previews and beta features. Free plans and features labeled as preview, beta, trial or similar are provided as-is, may be limited, changed or discontinued at any time, and are excluded from any commitment we make about availability or support.

5.4. Availability. We aim to keep the Service available at all times but do not guarantee uninterrupted or error-free operation. The Service may be unavailable because of maintenance, updates, failures of third-party providers, internet outages or events beyond our control. We will make reasonable efforts to give advance notice of planned maintenance likely to cause significant disruption.

5.5. Your backups. The Service is not a backup or archival service. Although we maintain backups for disaster recovery, you are responsible for keeping your own copies of Customer Content that is important to you, for example by exporting it to Word or PDF.

6. Artificial Intelligence Features

6.1. You are interacting with AI. The AI Features, including the chat, the operational assistant and the WhatsApp assistant, are automated systems based on large language models provided by third parties (currently Anthropic). Responses are generated by artificial intelligence, not by a human, and Output generated by the Service is AI-generated content.

6.2. Output may be inaccurate. AI Output is probabilistic. It may be incomplete, outdated, inaccurate, inconsistent, inappropriate for your circumstances, or similar to content generated for other users, and it may state incorrect information with apparent confidence. The operational assistant answers based on the SOPs and information available in your Account; if those are wrong or incomplete, its answers will be too.

6.3. Your responsibility. You are solely responsible for (a) reviewing, verifying, editing and approving any Output before using, publishing, distributing or relying on it; (b) deciding whether a procedure is suitable, lawful and safe for your business, workplace and personnel; (c) ensuring your SOPs comply with the laws, regulations, standards, permits and industry requirements that apply to you, including occupational health and safety, labor, food safety, environmental, healthcare, financial and data protection rules; and (d) training and supervising the people who follow your procedures.

6.4. No professional advice. The Service, including all Output, is a documentation and productivity tool. It does not provide, and must not be relied on as, legal, regulatory, compliance, tax, accounting, financial, medical, health and safety, engineering, human resources or other professional advice. Consult a qualified professional for those matters.

6.5. Prohibited AI uses. You must not use the AI Features (a) as the sole basis for decisions that produce legal or similarly significant effects on individuals, such as decisions about hiring, firing, compensation, discipline, credit, insurance, housing or access to essential services; (b) for emergency, life-support, medical-diagnosis, safety-critical or hazardous-material procedures without independent qualified human review; (c) to generate content that violates Section 10; or (d) in any manner that would make Prosabe a provider or deployer of a "high-risk" AI system under the EU Artificial Intelligence Act or similar laws.

6.6. No training on your content. We do not use Customer Content to train AI models, and our agreements with our AI providers do not permit them to use it to train their models. Inputs and Output are processed by our AI providers only to provide the Service, as described in our Privacy Policy.

6.7. Usage limits. Each plan includes a monthly allowance of AI usage measured in tokens, and certain features (such as business analysis) may have additional per-request limits. Estimates of consumption shown in the Service are approximations; the amount actually deducted is based on measured usage, and some features may be charged at a reduced rate as indicated in the Service. Unused usage does not roll over and has no cash value. When the allowance is exhausted, AI Features may be suspended until the next period or until you upgrade.

7. WhatsApp Assistant

7.1. If your plan includes it and you enable it, Members can consult your SOPs through WhatsApp. Messages are transmitted through WhatsApp (operated by WhatsApp LLC/Meta Platforms) and our messaging provider Twilio, and are processed by our AI providers to generate responses. Your and your Members' use of WhatsApp is also subject to WhatsApp's own terms and policies.

7.2. The Account Owner is responsible for registering only phone numbers that belong to authorized Members, for obtaining any consent required by law and by WhatsApp's policies before those numbers are registered, and for removing numbers that should no longer have access. A Member may stop using the WhatsApp assistant at any time and may ask the Account Owner, or us at support@prosabe.com, to remove their phone number.

7.3. The WhatsApp assistant is not monitored by humans in real time and must not be used for emergencies. Carrier or data charges may apply.

8. Sharing, Public Links and QR Codes

8.1. The Service lets you create public links and QR codes for SOPs. Anyone who has a public link or QR code can view the shared SOP without logging in, and may copy, forward or store it. You decide what to share and are solely responsible for not sharing confidential information, personal data or content you are not entitled to share. You can disable a public link at any time, but we cannot recall copies that others have already made.

8.2. Content you share with Members becomes visible to them according to the roles you assign.

9. Customer Content

9.1. Ownership. As between you and us, you retain all rights, title and interest in your Customer Content, including Output generated for you, to the extent such rights exist under applicable law. We do not claim ownership of Customer Content. Because of the nature of AI, Output may not be protectable by copyright and similar Output may be generated for others; we do not warrant that Output is unique or protectable.

9.2. License to us. You grant us a worldwide, non-exclusive, royalty-free license, for the duration of your use of the Service and any retention period described in the Privacy Policy, to host, store, copy, process, transmit, display, adapt (for example, to format or export it) and otherwise use Customer Content solely to (a) provide, maintain, secure and support the Service for you; (b) prevent fraud and abuse and enforce these Terms; and (c) comply with law. You also authorize us to share Customer Content with the subprocessors listed in our DPA for those purposes. We may create aggregated and de-identified statistics about use of the Service (for example, total number of SOPs or tokens used) that do not identify you, your Members or your Customer Content, and use them to operate and improve the Service.

9.3. Your representations. You represent and warrant that (a) you own or have all rights, licenses, consents and permissions necessary to submit Customer Content and grant the license above; (b) Customer Content and its use in the Service do not infringe or misappropriate any intellectual property, privacy, publicity or other right and do not violate any law or any obligation you owe to a third party; and (c) you have provided all notices and obtained all consents required by law to process any personal data contained in Customer Content.

9.4. Sensitive data. The Service is not designed to store or process, and you must not submit, payment card numbers, government identification numbers, passwords for other services, protected health information subject to HIPAA, biometric data, or special categories of personal data (such as data revealing racial or ethnic origin, health, sexual orientation, religious beliefs or criminal records) unless strictly necessary for a legitimate operational procedure and permitted by law. You are solely responsible for any such data you choose to submit.

9.5. Monitoring and removal. We have no obligation to monitor Customer Content but may review it where necessary to provide support you request, to investigate suspected violations of these Terms or security incidents, or to comply with law. We may remove or disable access to Customer Content that we reasonably believe violates these Terms or the law.

9.6. Feedback. If you send us suggestions, ideas or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them for any purpose without obligation to you. Feedback does not include Customer Content.

10. Acceptable Use

You must not, and must not permit any Member or third party to:

1. use the Service in violation of any applicable law or regulation, or to promote or facilitate illegal activity;
2. create, upload, share or generate content that is unlawful, fraudulent, defamatory, obscene, harassing, threatening, hateful or discriminatory, that exploits or harms minors, or that infringes or misappropriates any third party's rights;
3. use the Service to create procedures intended to cause harm, including procedures for weapons, dangerous substances, evading law enforcement, or circumventing safety, security or regulatory controls;
4. upload viruses, malware or other harmful code, or content designed to manipulate the AI Features into ignoring their instructions ("prompt injection") or disclosing information of other users;
5. access or attempt to access accounts, data or systems you are not authorized to access, or probe, scan or test the vulnerability of the Service, except through a coordinated disclosure arranged with us in writing;
6. interfere with or disrupt the integrity or performance of the Service, including through excessive automated requests, denial-of-service attacks or circumvention of usage limits, rate limits or access controls;
7. copy, frame, mirror, decompile, disassemble, reverse engineer or attempt to derive the source code, models, prompts or underlying structure of the Service, except to the extent such restriction is prohibited by law;
8. use the Service or any Output to develop, train or improve a competing product or AI model, or scrape or harvest data from the Service;
9. resell, sublicense, rent, lease or otherwise make the Service available to third parties other than your Members, except as expressly permitted by us in writing;
10. send spam or unsolicited messages through the Service, including through invitations or the WhatsApp assistant;
11. misrepresent AI-generated Output as having been reviewed or certified by a qualified professional when it has not; or
12. use the Service in any manner prohibited by the usage policies of our AI and messaging providers, as made available by them.

11. Our Intellectual Property

11.1. The Service, including its software, design, text, graphics, templates provided by us, logos, trademarks (including "Prosabe" and "Optimo Education") and all related intellectual property rights, is owned by ALCO GROUP LLC or its licensors and is protected by law. Except for the limited rights expressly granted in these Terms, no rights are granted to you.

11.2. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during your subscription term for your internal business purposes. Templates and sample content we provide may be used and adapted by you for your internal business purposes.

12. Copyright Complaints (DMCA)

12.1. We respect intellectual property rights and respond to notices of alleged infringement that comply with the U.S. Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512. If you believe content available through the Service infringes your copyright, send a written notice to our designated agent containing: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the allegedly infringing material and information reasonably sufficient to locate it (such as the URL of a public link); (d) your contact information; (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent or the law; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on its behalf.

12.2. Designated agent: Copyright Agent, ALCO GROUP LLC, 30 N Gould St, Sheridan, WY 82801, USA; email: legal@prosabe.com.

12.3. If your content was removed and you believe this was a mistake or misidentification, you may send a counter-notice containing the information required by 17 U.S.C. § 512(g)(3). We will terminate, in appropriate circumstances, the Accounts of users who are repeat infringers. Knowingly misrepresenting that material is infringing, or that it was removed by mistake, may expose you to liability.

13. Fees, Automatic Renewal and Cancellation

13.1. Plans and prices. Current plans, features, usage allowances and prices are published at prosabe.com and in the Service and form part of these Terms. Prices are in U.S. dollars and exclude taxes unless stated otherwise.

13.2. Payment. Payments are processed by Stripe, Inc. We do not store your full card number. By providing a payment method, you authorize us and Stripe to charge it for all fees you incur, including recurring Subscription fees and applicable taxes, and you represent that you are authorized to use that payment method.

13.3. Automatic renewal. SUBSCRIPTIONS RENEW AUTOMATICALLY. Unless you cancel before the end of the current billing period, your Subscription will renew for a period equal to the one you chose (one month or one year), and we will charge the then-current price for your plan to your payment method on file at the start of each renewal period, until you cancel. The price, billing frequency and renewal terms are shown to you before you subscribe and in your confirmation. For annual Subscriptions, we will send a reminder before each renewal, as required by law, describing the plan, the amount and frequency of the charge, and how to cancel.

13.4. How to cancel. You can cancel at any time, online, from Settings → Plan → "Cancel subscription" (in Spanish, "Configuración → Plan → Cancelar suscripción") in the Service, which opens our secure billing portal operated by Stripe, or by emailing billing@prosabe.com from your Account email. Cancellation takes effect at the end of the current billing period; you keep access to paid features until then and will not be charged again. We do not charge cancellation fees.

13.5. Upgrades and downgrades. Upgrades take effect immediately and may be charged on a prorated basis for the remainder of the billing period. Downgrades take effect at the next renewal. If you downgrade, content or Members exceeding the new plan's limits may become read-only or inaccessible until you are within the limits; we will not delete it solely because of a downgrade while your Account remains active.

13.6. Price changes. We may change prices for future periods. We will notify you at least 30 days before a price increase applies to your Subscription. The new price applies from your next renewal after the notice period; if you do not agree, you may cancel before it takes effect.

13.7. Refunds. Except as stated in this Section or required by applicable law, fees are non-refundable.

• First subscription: if you request it within 7 days after your first paid Subscription charge, we will refund that charge in full.
• Annual Subscriptions: if you cancel an annual Subscription more than 7 days after it was charged, we will refund, on request, the unused full months remaining in the annual term.
• No refunds are given for partial months, unused AI usage or storage, or periods in which your Account was suspended for breach of these Terms.

To request a refund, email billing@prosabe.com from your Account email. Approved refunds are issued to the original payment method, typically within 5–10 business days. Nothing in this Section limits any non-waivable statutory right to a refund or withdrawal that you may have as a consumer.

13.8. Taxes. You are responsible for all sales, use, value-added, goods and services, withholding and similar taxes associated with your purchases, other than taxes on our net income. Where we are required to collect taxes, they will be shown at checkout.

13.9. Failed payments. If a payment fails, we and Stripe may retry the charge. If payment is not received within 14 days after notice, we may downgrade your Account to the free plan or suspend paid features until payment is made.

13.10. Disputes and chargebacks. If you believe you were charged in error, contact billing@prosabe.com within 60 days of the charge so we can investigate. Filing a chargeback for an undisputed, valid charge is a breach of these Terms and may result in suspension of your Account.

14. Digital Products

14.1. Ebooks, guides, templates and other downloadable digital products are licensed to you for your personal or internal business use only and may not be resold, redistributed or published.

14.2. Because digital products are delivered immediately, they are non-refundable once you have accessed or downloaded them, except where the product is defective or not as described, or where a non-waivable statutory right applies. Where you have a statutory right of withdrawal (for example, as a consumer in the EU or UK), you expressly request immediate delivery and acknowledge that you lose that right once delivery begins.

15. Third-Party Services

The Service relies on and may link to services provided by third parties, including Supabase (database, authentication and storage), Anthropic (AI models), n8n (workflow automation), Twilio and WhatsApp (messaging), Stripe (payments), Brevo (email) and Hostinger (hosting). We are responsible for our selection of the subprocessors that process personal data on our behalf as described in our DPA, but we are not responsible for third-party websites, products or services that you choose to use, and your use of them is governed by their terms.

16. Confidentiality

Each party may receive non-public information from the other that is marked as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Customer Content is your Confidential Information. The receiving party will use the other party's Confidential Information only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to its personnel, contractors and subprocessors who need to know it and are bound by confidentiality obligations, or as required by law (with prompt notice where legally permitted). These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known to it without restriction, is independently developed, or is rightfully received from a third party.

17. Privacy and Data Protection

17.1. Our Privacy Policy explains how we process personal data for which we are the controller, such as your Account and billing data.

17.2. When we process personal data contained in Customer Content on your behalf, we act as your processor or service provider and our Data Processing Agreement applies and forms part of these Terms. You are the controller of that personal data and are responsible for having a lawful basis for processing it in the Service.

18. Suspension and Termination

18.1. By you. You may stop using the Service at any time and may delete your Account from Settings. Deleting your Account does not by itself cancel a Subscription billed through the billing portal; cancel it first as described in Section 13.4.

18.2. By us. We may suspend or terminate your access to all or part of the Service, with notice where practicable, if (a) you materially breach these Terms, including Sections 6.5, 9.3, 10 or 13, and, where the breach can be cured, fail to cure it within 10 days after notice; (b) your use poses a security, legal or operational risk to the Service, to us or to others; (c) we are required to do so by law or by a competent authority; (d) your Account on the free plan has been inactive for more than 12 months, after at least 30 days' notice to your Account email; or (e) we discontinue the Service, in which case we will give you at least 30 days' notice and refund any prepaid fees for the unused period.

18.3. Effect. Upon termination, your right to use the Service ends. For 30 days after termination (other than termination for your breach or as required by law) you may request an export of your Customer Content; after that period we will delete it in accordance with our Privacy Policy, except for copies we must retain by law and copies in backups, which are deleted on their regular schedule. Sections 6.2–6.4, 9.1, 9.3, 9.6, 11, 13 (for amounts owed), 16 and 19–30 survive termination.

19. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, INCLUDING ALL OUTPUT, TEMPLATES, DIGITAL PRODUCTS AND OTHER CONTENT, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND. ALCO GROUP LLC AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT CONTENT WILL NOT BE LOST, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, LAWFUL, SAFE OR SUITABLE FOR YOUR PURPOSES. YOU USE THE SERVICE AND RELY ON ANY OUTPUT AT YOUR OWN RISK.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you; in that case, they apply to the fullest extent permitted by law.

20. Limitation of Liability

20.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ALCO GROUP LLC, ITS AFFILIATES, OR ITS OR THEIR MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS OR SUPPLIERS (THE "PROSABE PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR ANY DAMAGES ARISING FROM YOUR OR ANY THIRD PARTY'S RELIANCE ON OUTPUT OR IMPLEMENTATION OF ANY PROCEDURE, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE PROSABE PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED U.S. DOLLARS (US$100).

20.3. The limitations in this Section apply even if a remedy fails of its essential purpose, and they reflect an allocation of risk that is an essential basis of the bargain between you and us; the Service would not be offered on these terms without them.

20.4. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, for gross negligence or willful misconduct where such limitation is prohibited, or, for consumers in certain jurisdictions, statutory rights that cannot be waived.

21. Indemnification

21.1. You will defend, indemnify and hold harmless the Prosabe Parties from and against any and all claims, demands, proceedings, damages, losses, liabilities, fines, penalties, costs and expenses (including reasonable attorneys' fees) brought by a third party or a governmental authority arising out of or relating to (a) your or your Members' Customer Content, including any procedure you implement; (b) your or your Members' use of the Service or Output; (c) your breach of these Terms or of applicable law; (d) your violation of any third party's rights, including intellectual property, privacy and labor rights; or (e) any dispute between you and your Members, employees, contractors or customers.

21.2. We will give you prompt notice of any claim for which we seek indemnification (although delay does not relieve you of your obligations except to the extent you are prejudiced), reasonable cooperation at your expense, and control of the defense, except that you may not settle any claim that imposes an obligation or admission on us without our prior written consent. We may participate with counsel of our choice at our own expense.

22. Exclusive Contracting Party; No Personal Liability

These Terms are entered into exclusively between you and ALCO GROUP LLC. You agree that any claim arising out of or relating to these Terms or the Service may be brought only against ALCO GROUP LLC, and not against any of its members, managers, officers, employees, contractors or agents in their individual capacity, none of whom will have any personal liability to you under these Terms, except to the extent such liability cannot be waived under applicable law. The members, managers, officers, employees, contractors and agents of ALCO GROUP LLC are intended third-party beneficiaries of this Section, Section 20 and Section 24.

23. Time Limit to Bring Claims

To the extent permitted by applicable law, any claim arising out of or relating to these Terms or the Service must be commenced within one (1) year after the claim arose; otherwise, the claim is permanently barred.

24. Dispute Resolution, Binding Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH US THROUGH INDIVIDUAL BINDING ARBITRATION RATHER THAN IN COURT, AND IT WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

24.1. Informal resolution first. Before starting arbitration or a court proceeding, the party with a dispute must send the other a written notice describing the dispute, the relief sought and its contact information ("Notice of Dispute"). Notices to us must be sent to legal@prosabe.com and to ALCO GROUP LLC, Attn: Legal, 30 N Gould St, Sheridan, WY 82801, USA. Notices to you will be sent to your Account email. The parties will attempt in good faith to resolve the dispute for 60 days after the Notice of Dispute is received, including, at either party's request, through an individual telephone or video conference. Limitation periods are tolled during this period.

24.2. Agreement to arbitrate. If the dispute is not resolved, you and ALCO GROUP LLC agree that any dispute, claim or controversy arising out of or relating to these Terms, the Service, any Output or digital product, or the relationship between you and us, including the formation, scope, validity, enforceability or interpretation of this agreement to arbitrate, and including claims that arose before these Terms (each, a "Dispute"), will be resolved exclusively by final and binding individual arbitration, except as provided in Section 24.6.

24.3. Rules and administrator. The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules if you are an individual using the Service primarily for personal purposes, and otherwise under its Commercial Arbitration Rules, in each case as modified by this Section and, where applicable, together with the AAA's Mass Arbitration Supplementary Rules. The rules are available at www.adr.org. If the AAA is unavailable or unwilling to administer the arbitration, the parties will agree on, or a court will appoint, a substitute administrator.

24.4. Procedure. The arbitration will be conducted by a single neutral arbitrator in the English or Spanish language. Unless the parties agree otherwise, it will take place by video conference or, if an in-person hearing is required, in Cheyenne, Wyoming, or, for individuals using the Service primarily for personal purposes in the United States, in the county where you reside. For claims of US$25,000 or less, the arbitration will be decided on written submissions unless the arbitrator requires a hearing. The arbitrator may award any individual relief that would be available in court, but only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. The arbitrator's award will be final and binding, and judgment on it may be entered in any court of competent jurisdiction.

24.5. Costs. Payment of filing, administration and arbitrator fees will be governed by the applicable AAA rules. For individuals using the Service primarily for personal purposes, we will pay any such fees in excess of the amount you would have to pay to file a lawsuit in court, unless the arbitrator finds your claim frivolous or brought for an improper purpose. Each party bears its own attorneys' fees and costs unless the arbitrator awards them under applicable law.

24.6. Exceptions. Either party may (a) bring an individual action in a small claims court of competent jurisdiction for disputes within its jurisdiction, as long as it remains in that court and is not removed or appealed to a court of general jurisdiction; and (b) seek injunctive or other equitable relief in court to prevent the actual or threatened infringement, misappropriation or violation of its intellectual property rights, Confidential Information or the security of the Service.

24.7. Class action and jury trial waiver. YOU AND ALCO GROUP LLC AGREE THAT EACH MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL PROCEEDING. YOU AND ALCO GROUP LLC EACH WAIVE THE RIGHT TO A TRIAL BY JURY. The arbitrator may not consolidate more than one party's claims (except as provided in the AAA Mass Arbitration Supplementary Rules for administrative purposes) or preside over any form of representative or class proceeding. If this class action waiver is found unenforceable as to a particular claim or request for relief, that claim or request (and only that one) will be severed and decided by a court under Section 25 after the individual arbitration of the remaining claims is completed, and the remainder of this Section will be enforced.

24.8. Mass filings. If 25 or more similar Notices of Dispute or demands for arbitration are submitted by or with the assistance of the same law firm or coordinated group, the AAA's Mass Arbitration Supplementary Rules will apply, and the informal resolution period in Section 24.1 will apply to each claimant individually. Nothing in this Section prevents any claimant from pursuing an individual claim in small claims court under Section 24.6.

24.9. Your right to opt out. You may opt out of this agreement to arbitrate by emailing legal@prosabe.com within 30 days after you first accept these Terms, stating your name, your Account email and that you opt out of arbitration. Opting out does not affect any other part of these Terms. If you opt out, Section 25 will govern Disputes.

24.10. Changes. If we change this Section after you accept it, the change will not apply to any Dispute of which we had notice before the change, and you may reject a material change by emailing legal@prosabe.com within 30 days after it takes effect, in which case the version of this Section you previously accepted will continue to apply.

24.11. Where this Section does not apply. This Section does not apply to (a) consumers residing in the European Union, the European Economic Area, Switzerland or the United Kingdom; or (b) any other person to the extent the mandatory laws of their country of residence prohibit pre-dispute arbitration agreements, class action waivers or the choice of a foreign forum for consumer disputes. In those cases, Section 25 applies, subject to those mandatory laws.

24.12. Severability. Except as provided in Section 24.7, if any part of this Section is found unenforceable, that part will be severed and the remainder will be enforced. This Section is governed by the U.S. Federal Arbitration Act, 9 U.S.C. § 1 et seq.

25. Governing Law and Venue

These Terms and any Dispute are governed by the laws of the State of Wyoming, United States, and applicable U.S. federal law, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 24, any Dispute not subject to arbitration will be brought exclusively in the state or federal courts located in the State of Wyoming, and each party submits to the personal jurisdiction of those courts. If you are a consumer, nothing in these Terms deprives you of the protection of mandatory provisions of the law of your country of residence or of your right to bring proceedings in the courts of your place of residence where that law grants it.

26. International Use, Export Control and Sanctions

The Service is operated from the United States and is subject to U.S. export control and sanctions laws. You must comply with those laws and must not export, re-export or provide access to the Service to any prohibited destination, end user or end use. You are responsible for compliance with the local laws of the places from which you access the Service.

27. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email or through a prominent notice in the Service at least 30 days before they take effect, except where changes are required by law or address new features or security issues, in which case they may take effect sooner. The "Last updated" date shows when these Terms were last changed. If you do not agree to the updated Terms, you must stop using the Service and may cancel your Subscription before the changes take effect; if you cancel for this reason, we will refund any prepaid fees for the unused portion of your Subscription. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

28. Notices and Communications

You consent to receive communications from us electronically, including by email to your Account email and through notices in the Service. Transactional and legal communications (such as billing receipts, security notices and changes to these Terms) are part of the Service and cannot be opted out of while you have an Account. Legal notices to us must be sent to legal@prosabe.com and, for formal notices, also by courier or certified mail to ALCO GROUP LLC, Attn: Legal, 30 N Gould St, Sheridan, WY 82801, USA.

29. General Provisions

29.1. Entire agreement. These Terms, together with the documents incorporated by reference and any order form or written agreement signed by an authorized representative of ALCO GROUP LLC, are the entire agreement between you and us about the Service and supersede all prior agreements and understandings on that subject. Terms in any purchase order or other document you provide are rejected and have no effect.

29.2. Order of precedence. In case of conflict: a signed written agreement prevails over the DPA, which prevails over these Terms with respect to the processing of personal data, and these Terms prevail over the Privacy Policy and other policies.

29.3. Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets or of the Service, with notice to you.

29.4. Force majeure. We will not be liable for any delay or failure to perform caused by events beyond our reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental actions, internet or power failures, cyberattacks, and failures or outages of third-party providers.

29.5. Severability and waiver. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force. Our failure to enforce any right or provision is not a waiver of it.

29.6. Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary or employment relationship.

29.7. No third-party beneficiaries. Except as provided in Section 22, these Terms do not create any third-party beneficiary rights.

29.8. Language. These Terms are available in English and Spanish. If there is any conflict between the versions, the English version prevails, except where applicable law requires the Spanish version to prevail for consumers.

29.9. Interpretation. Headings are for convenience only. "Including" means "including without limitation."

30. Jurisdiction-Specific Notices

30.1. California. Under California Civil Code § 1789.3, California users are entitled to the following notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

30.2. New Jersey. If you reside in New Jersey, nothing in Sections 19 or 20 limits any rights you may have under the New Jersey Truth-in-Consumer Contract, Warranty and Notice Act to the extent those provisions are not enforceable under New Jersey law.

30.3. European Union, EEA, Switzerland and United Kingdom. If you are a consumer residing in these jurisdictions, you benefit from any mandatory provisions of the law of your country of residence, and nothing in these Terms affects your statutory rights, including rights relating to conformity of digital content and services. Sections 23 and 24 do not apply to you.

30.4. Latin America. If you are a consumer residing in a Latin American country, the mandatory provisions of the consumer protection and data protection laws of your country apply, and nothing in these Terms limits the rights or remedies they grant you, including your right to file complaints with your national consumer protection authority (for example, PROFECO in Mexico, SERNAC in Chile, the Secretaría de Comercio in Argentina, the Superintendencia de Industria y Comercio in Colombia, INDECOPI in Peru, or PROCON in Brazil).

31. Contact

ALCO GROUP LLC — Prosabe
Address for legal notices: 30 N Gould St, Sheridan, WY 82801, USA
Legal: legal@prosabe.com · Support: support@prosabe.com · Billing: billing@prosabe.com · Privacy: privacy@prosabe.com