Terms of Service

Membership in Proclusive is by invitation only. To be eligible for membership, you must:

• Be a licensed professional or registered business entity operating in the construction or built-environment sector
• Maintain all required licenses, permits, and certifications for your jurisdiction and trade
• Carry adequate insurance coverage as required by applicable law and industry standards
• Be in good standing with relevant regulatory bodies and professional associations
• Have the legal authority to bind yourself or your organization to these Terms

Proclusive operates a proprietary multi-factor verification process to maintain the integrity of our network. As a Member, you agree to:

• Provide accurate, complete, and truthful information during the verification process and at all times thereafter
• Submit all documentation requested by Proclusive as part of the verification process
• Notify Proclusive within five (5) business days of any material changes to your credentials, insurance coverage, or business status
• Cooperate with periodic re-verification as required by Proclusive
• Consent to Proclusive's verification of submitted information through third-party sources

Providing false, misleading, or incomplete information during the vetting process or at any time during your membership constitutes a material breach of these Terms and may result in:

• Immediate suspension or termination of membership without refund
• Forfeiture of any pending commissions or referral fees
• Reporting to relevant licensing boards or regulatory authorities
• Legal action to recover damages

The Proclusive referral system operates through a structured five-stage workflow:

• SUBMITTED: Member submits a qualified referral with accurate project and client information.
• REVIEWED: Proclusive administrators verify referral quality and completeness.
• MATCHED: Referral is routed to appropriate Member(s) based on qualifications, capacity, and fit.
• ENGAGED: Receiving Member actively pursues the opportunity through negotiation and proposal.
• COMPLETED: Project is closed with outcome reporting and feedback loop completion.

By participating in the referral system, you agree to:

• Provide accurate and complete project and client information when submitting referrals
• Respond to matched referrals within the timeframes established by Proclusive
• Report project outcomes honestly and within thirty (30) days of project completion or termination
• Not circumvent the Platform to avoid commission payments for referrals originated through Proclusive
• Acknowledge that referrals are opportunities, not guarantees of awarded work

The standard commission on successfully completed referrals is 2.0% of project value to the referring Member; Proclusive receives 0.5% of that commission amount as an administrative fee.

Custom Commissions: Members may specify a custom referral fee (flat amount or alternative percentage) when submitting a referral. Custom arrangements replace only the Member's portion. For all custom terms (percentage or flat amount), Proclusive receives 0.5% of the commission value (i.e. the amount generated for the Member—from project value × percentage, or the flat amount).

Negotiated Arrangements: For projects exceeding $100,000 or other special circumstances, alternative structures may be established in writing at Proclusive's sole discretion.

Commissions are due within thirty (30) days of project completion or final payment receipt, whichever occurs first.

In the event of a dispute regarding commission calculations or amounts:

• The disputing party must submit a written dispute notice within fifteen (15) business days of receiving the commission statement
• Proclusive will review the dispute and may request supporting documentation from all parties
• Proclusive will issue a determination within thirty (30) days of receiving complete information
• Proclusive's determination shall be final and binding absent manifest error

• Conduct all business professionally, ethically, and in compliance with applicable laws and regulations
• Maintain the quality standards expected of licensed professionals in the construction industry
• Communicate promptly and professionally with clients, other Members, and Proclusive staff

Members shall not:

• Misrepresent credentials, capabilities, experience, or project outcomes
• Engage in fraudulent, deceptive, or dishonest practices
• Circumvent the Platform to avoid commission payments, including but not limited to: taking referral relationships offline, direct-dealing after introduction, or misrepresenting project values
• Disclose confidential client or Member information without proper authorization
• Solicit other Members' clients outside the Platform's referral system
• Engage in harassment, discrimination, or other unprofessional behavior toward clients, Members, or Proclusive staff
• Use the Platform for any unlawful purpose or in violation of these Terms

Membership fees are established by Proclusive and communicated to Members at the time of enrollment. Fees are due annually unless otherwise specified. Membership fees are non-refundable except as expressly provided in these Terms.

Commissions are calculated and invoiced according to Section 4.3. Payment is due within thirty (30) days of invoice date. Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

Failure to pay fees or commissions when due may result in:

• Suspension of Platform access and referral privileges
• Termination of membership
• Collection action, with Member responsible for reasonable collection costs and attorney fees

The Platform, including all software, content, design, graphics, and other materials, is owned by Proclusive or its licensors and is protected by copyright, trademark, and other intellectual property laws. Members may not copy, modify, distribute, or create derivative works based on the Platform without Proclusive's prior written consent.

"Proclusive," "Vetting-as-a-Service," "VaaS," and related logos and marks are trademarks of Chalo Enterprises LLC. Members may not use these marks without Proclusive's prior written consent.

Members retain ownership of content they submit to the Platform. By submitting content, Members grant Proclusive a non-exclusive, royalty-free, worldwide license to use, display, and distribute such content in connection with Platform operations.

Proclusive's verification criteria, matching algorithms, scoring methodologies, referral routing systems, and operational processes constitute confidential proprietary information and trade secrets. Members agree not to disclose, replicate, reverse-engineer, or create derivative works based on any aspect of Proclusive's verification, matching, or referral systems. This obligation survives termination of membership.

Member data is collected, used, and protected in accordance with our Privacy Policy, which is incorporated by reference into these Terms. By using the Platform, you consent to the data practices described in the Privacy Policy.

Proclusive implements industry-standard security measures, including encryption and access controls, to protect Member data. However, no system is completely secure, and Proclusive cannot guarantee absolute security.

Proclusive does not sell Member data to third parties. We may share data with:

• Other Members as necessary to facilitate referrals
• Third-party verification services to validate credentials
• Service providers who assist in Platform operations under confidentiality agreements
• Law enforcement or regulatory authorities when required by law

Verification documents and Member data are retained for the duration of membership plus seven (7) years for compliance and legal purposes. Members may request data deletion upon account termination, subject to our legal retention obligations.

Proclusive is a referral facilitation platform and does not:

• Guarantee the quality, timeliness, or outcome of any Member's services
• Assume liability for project disputes between Members and clients or between Members
• Warrant that all Member information is accurate or current at all times, despite our verification efforts
• Accept responsibility for independent contractor relationships or employment determinations
• Guarantee that any referral will result in awarded work or revenue

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROCLUSIVE'S TOTAL LIABILITY TO ANY MEMBER FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE TOTAL FEES PAID BY THAT MEMBER TO PROCLUSIVE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL PROCLUSIVE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER PROCLUSIVE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Proclusive may suspend or terminate your membership immediately and without prior notice for:

• Violation of these Terms of Service
• Fraudulent activity, misrepresentation, or dishonest conduct
• Failure to maintain required verification standards, licenses, or insurance
• Non-payment of fees or commissions
• Conduct detrimental to the network's reputation or integrity
• Circumvention of the Platform to avoid commission payments

Members may terminate their membership at any time by providing thirty (30) business days written notice to Proclusive. Membership fees are non-refundable upon voluntary termination.

Upon termination:

• All outstanding commissions remain due and payable
• Pending referrals in the SUBMITTED, REVIEWED, or MATCHED stages will be cancelled
• Referrals in the ENGAGED stage will continue, with commissions due upon completion
• Your access to the Platform will be revoked
• Provisions regarding indemnification, limitation of liability, proprietary methodology, and governing law survive termination

For non-material breaches that are curable, Proclusive may, in its sole discretion, provide a fifteen (15) business day cure period before termination. Material breaches, including fraud, misrepresentation, or illegal activity, are not subject to a cure period.

Before initiating formal dispute resolution, parties agree to attempt informal resolution by contacting the other party in writing and engaging in good-faith negotiations for a period of thirty (30) business days.

If informal resolution is unsuccessful, disputes shall be submitted to mediation before a mutually agreed-upon mediator in the District of Columbia. The costs of mediation shall be shared equally by the parties.

If mediation is unsuccessful, disputes shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in the District of Columbia, and the arbitrator's decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Proclusive regarding the Platform.

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term.

You may not assign or transfer these Terms or your rights hereunder without Proclusive's prior written consent. Proclusive may assign these Terms without restriction.

All notices to Proclusive shall be sent to: Chalo Enterprises LLC, Attention: Legal Department, or by email to legal@proclusive.com. Notices to Members shall be sent to the email address on file.