1. Agreement to These Terms
These Terms of Service (the “Terms”) govern your access to and use of ProAgent Works and any related websites, applications, software, features, content, support, billing, and services (collectively, the “Service”).
The Service is provided by Joseph S Ballarino, LLC (“Company,” “ProAgent Works,” “we,” “us,” or “our”). “You” and “your” mean the person or entity accessing or using the Service.
By creating an account, accessing the Service, starting a subscription, clicking to accept these Terms, or otherwise using the Service, you agree to these Terms. If you use the Service on behalf of a company, brokerage, team, or other organization, you represent that you have authority to bind that organization, and “you” includes that organization.
If you do not agree to these Terms, do not use the Service.
2. The Service
ProAgent Works is an AI-powered workspace for real estate professionals. The Service may help users organize projects, save business context, create or manage work product, draft communications, create marketing materials, use Brand Profile context, process property or document information, and use AI-assisted features.
The Service may include Projects, Assets, Works, Brand Profile, account and billing tools, usage tracking, feedback tools, uploaded file processing, research-related features, AI-generated output, and other features we make available.
We may add, change, suspend, or discontinue features at any time, especially during beta or early-access periods. We do not guarantee that any feature will always be available or remain unchanged.
3. Eligibility and Account Registration
You must be at least 18 years old and legally able to enter into these Terms to use the Service.
The Service is intended for real estate professionals, real estate business users, and related professional or business use. It is not intended for children or for personal, household, or consumer use unless we expressly make such use available.
You agree to provide accurate account information and keep it current. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account.
You must notify us promptly if you believe your account has been accessed without authorization.
4. Authentication, Account Security, and Admin Access
We may use third-party authentication and account-management providers to support sign-in, identity, account security, and user-management features.
You agree not to share login credentials, bypass access controls, misrepresent your identity, or access another person’s account without authorization.
Certain administrative or internal features may be limited to approved users. Hiding an interface element does not grant permission to access backend administrative features.
5. Subscriptions, Plans, Fees, and Billing
Some parts of the Service may require a paid subscription, paid plan, usage-based allowance, add-on, trial, promotional offer, or other paid access.
When you start a paid plan or other paid feature, you authorize us and our payment processor to charge your payment method for applicable fees, taxes, renewals, usage-based charges, add-ons, and other amounts described at checkout or in the applicable order, plan, or billing page.
Subscription plans may renew automatically unless you cancel before the renewal date, subject to the terms presented at checkout, in your account, or in the applicable billing flow.
Prices, plan names, plan allowances, features, and usage limits may change. We will provide notice of material pricing or plan changes when required by law or as otherwise described in the Service.
You are responsible for any taxes, duties, or similar assessments associated with your purchase, other than taxes based on our income.
6. Plan Changes, Cancellations, Reactivations, and Refunds
You may be able to upgrade, downgrade, cancel, reactivate, or manage your subscription through the Account area, a billing portal, support, or other billing flow made available in the Service.
An upgrade may take effect immediately or as described in the billing flow. A downgrade may take effect immediately, at the end of the current billing period, or as otherwise described in the billing flow.
Cancellation stops future renewals but does not necessarily provide a refund for the current billing period. Unless stated otherwise at checkout, required by law, or separately approved by us, fees are non-refundable and we do not provide prorated refunds for partial billing periods.
If payment fails, we may suspend, limit, or terminate access to paid features until payment is resolved. You remain responsible for amounts due.
If we offer a free trial, beta plan, promotional credit, or discounted period, the terms of that offer will apply. We may modify or end promotional offers at any time unless prohibited by law.
7. Usage Limits, Metering, and Allowances
Plans may include usage limits, internal credits, feature allowances, storage limits, file-processing limits, AI-generation limits, research limits, transcription limits, or other plan-based restrictions.
We may measure usage using internal units, provider units, usage events, billing-cycle rollups, request counts, tokens, minutes, files, storage, or other methods. User-facing usage may not match raw provider cost.
Unused usage allowances do not roll over unless expressly stated. We may limit, throttle, queue, block, or require an upgrade for activity that exceeds plan limits, creates excessive load, creates unusual cost, or creates risk to the Service.
We will not charge overage fees unless those fees are disclosed and accepted through the applicable plan, order, billing flow, or other agreement.
8. User Content
“User Content” means information, text, files, prompts, instructions, images, property information, client or audience context, Brand Profile information, Projects, Assets, Works, feedback, and other content that you submit, upload, save, generate, or otherwise provide through the Service.
You are responsible for your User Content. You represent and warrant that you have all rights, permissions, licenses, consents, and authority needed to submit, upload, process, use, and share your User Content through the Service.
You must not submit User Content that violates law, infringes intellectual property or privacy rights, breaches a contract or MLS/brokerage rule, contains unauthorized confidential information, or includes sensitive personal information unless you have the right to provide it and it is necessary for your use of the Service.
You retain your rights in your User Content, subject to the license you grant us below and any rights held by third parties.
9. License You Grant Us
You grant us a non-exclusive, worldwide, royalty-free license to host, store, reproduce, process, transmit, display, modify, create derivative works from, and otherwise use your User Content as reasonably necessary to provide, maintain, secure, support, troubleshoot, improve, and operate the Service.
This license includes the right to process User Content with service providers, infrastructure providers, AI providers, file-processing tools, payment processors, authentication providers, support tools, analytics tools, and other vendors as described in our Privacy Policy.
We do not claim ownership of your private workspace content solely because you use the Service.
Your privacy rights and our data practices are described in our Privacy Policy.
10. AI-Assisted Features and Outputs
The Service may include AI-assisted features that generate, summarize, rewrite, classify, transcribe, extract, research, draft, review, or otherwise process content.
AI outputs may be inaccurate, incomplete, outdated, biased, non-unique, unsuitable, or inappropriate for a particular use. You are responsible for reviewing, editing, verifying, and approving all outputs before using them.
You should not rely on AI output as legal, tax, financial, regulatory, MLS, brokerage, advertising-compliance, or professional advice. Consult your broker, attorney, MLS/board, tax professional, lender, compliance reviewer, or other qualified professional when appropriate.
AI-generated output may be similar or identical to output generated for other users or by other services. We do not guarantee that outputs are unique, copyrightable, trademarkable, protectable, accurate, complete, compliant, or suitable for publication.
As between you and ProAgent Works, and subject to these Terms, we assign to you any rights we may have in outputs generated for you by the Service, to the extent assignable by law. This does not give you rights in our Service, software, prompts, models, systems, templates, product design, or third-party materials, and it does not override third-party rights or legal limits on AI-generated content.
You may not use the Service or AI outputs to deceive, defraud, impersonate, create fake reviews or testimonials, fabricate facts, violate fair housing or non-discrimination rules, mislead consumers, or make unsupported claims.
11. Real Estate Use and Professional Responsibility
The Service is designed to support real estate work, but it is not a real estate brokerage, broker of record, MLS, association, board, attorney, tax advisor, financial advisor, lender, title company, escrow company, inspector, appraiser, compliance service, or transaction-management authority.
You are responsible for your professional obligations, licensing obligations, brokerage policies, MLS and board rules, advertising rules, communication rules, recordkeeping requirements, client approvals, disclosure requirements, fair housing compliance, anti-discrimination compliance, and all other obligations that apply to your work.
You must review any client-facing, public, marketing, transaction-related, listing-related, advertising, email, text, social, or document-grounded output before using it.
You must not use the Service to steer, discriminate, target or exclude people based on protected characteristics, make unsupported property or neighborhood claims, promise outcomes, misrepresent agency or professional status, or violate fair housing, anti-discrimination, MLS, board, brokerage, or advertising rules.
12. Uploaded Files, Property Data, and Third-Party Materials
If the Service allows uploads or document processing, you may upload files only if you have the right to do so and only if processing those files through the Service is lawful and consistent with any applicable contract, MLS rule, brokerage policy, confidentiality obligation, privacy obligation, or client authorization.
Uploaded files and file-derived information may be processed to extract text, metadata, summaries, key facts, dates, parties, property details, clauses, structured signals, chunks, or other useful information.
You are responsible for verifying file-derived information. Extraction, OCR, summarization, or document analysis may be incomplete or inaccurate.
Do not upload contracts, disclosures, MLS materials, client information, financial information, identification documents, or other sensitive materials unless you have the authority to do so and understand how the information may be processed.
13. Brand Profile and Saved Context
The Service may allow you to save Brand Profile information, business context, tone preferences, professional identity, service areas, specialties, differentiators, approved credibility facts, and other information intended to improve future outputs.
You are responsible for keeping saved information accurate and current. You must not save credentials, awards, production numbers, testimonials, claims, designations, markets, or other facts unless they are accurate and you have the right to use them.
The Service may use saved or attached context to generate outputs when relevant. Use of saved context does not mean we verify the truth, legality, or compliance of that context.
14. Acceptable Use
You agree not to use the Service to:
- violate any law, regulation, professional rule, MLS/board rule, brokerage policy, contract, or third-party right;
- discriminate, steer, target, exclude, harass, or otherwise violate fair housing or non-discrimination principles;
- generate or publish fake reviews, fake testimonials, fabricated client stories, false endorsements, misleading credentials, unsupported rankings, or deceptive claims;
- send spam, unlawful marketing, or communications that violate consent, opt-out, TCPA, CAN-SPAM, platform, or other communication rules;
- upload, process, or disclose information you do not have the right to use;
- input passwords, payment card numbers, Social Security numbers, government IDs, bank account numbers, protected health information, or other highly sensitive information unless expressly permitted and necessary;
- reverse engineer, scrape, crawl, copy, modify, or create derivative works of the Service except as allowed by law or these Terms;
- interfere with, overload, attack, or disrupt the Service or related systems;
- bypass authentication, access controls, usage limits, metering, billing, or security measures;
- use the Service to build, train, benchmark, or improve a competing product or model without our written permission;
- introduce malware, malicious code, prompt-injection attacks, data-exfiltration attempts, or other harmful behavior;
- use the Service in a way that creates legal, security, reputational, operational, or financial risk to us, our users, service providers, or third parties.
15. Communications, Email, Text, and Marketing Content
The Service may help draft emails, text messages, social posts, newsletters, follow-ups, or other communications. You are responsible for determining whether you may send those communications and whether consent, opt-out language, brokerage approval, client approval, platform approval, or other review is required.
The Service does not send communications for you unless a specific feature expressly does so. Drafting a message does not mean the message is lawful, deliverable, approved, or appropriate for every recipient.
16. Feedback
If you submit feedback, suggestions, ratings, comments, ideas, bug reports, or recommendations, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose, including improving the Service, without compensation to you.
Do not submit feedback that contains confidential information unless you are comfortable with us using it to review, support, improve, and operate the Service.
17. Third-Party Services
The Service may depend on third-party services, including authentication, payment processing, hosting, databases, AI providers, file-processing providers, analytics, email, support, security, and other infrastructure or operational vendors.
Third-party services may be subject to their own terms, policies, service availability, outages, limitations, and data practices. We are not responsible for third-party services except to the extent required by law or expressly stated in a separate written agreement.
If you choose to connect, access, or use third-party services through the Service, you are responsible for complying with the applicable third-party terms.
18. Beta, Preview, and Early-Access Features
We may make beta, preview, experimental, early-access, sandbox, or test features available. These features may be incomplete, unreliable, inaccurate, unsupported, limited, or changed without notice.
Beta features are provided for evaluation and product development. We may collect feedback, usage information, errors, and diagnostics related to beta features.
Do not rely on beta features for mission-critical, deadline-critical, compliance-critical, or transaction-critical work unless we expressly state otherwise in writing.
19. Intellectual Property and Trademarks
The Service, including software, code, design, workflows, user interface, product structure, templates, prompts, prompt architecture, systems, documentation, graphics, logos, trademarks, trade dress, and other materials, is owned by us or our licensors and is protected by intellectual property and other laws.
Except for the limited right to use the Service under these Terms, we do not grant you any ownership rights in the Service.
ProAgent Works™, the ProAgent Works name, and any related logos or brand elements are trademarks or service marks of Joseph S Ballarino, LLC. You may not use our marks without prior written permission except as allowed by law.
20. Copyright Complaints
If you believe content available through the Service infringes your copyright, contact us at support@proagentworks.com with enough information for us to review the issue.
21. Confidentiality
The Service may process sensitive business information. We will handle information according to our Privacy Policy and applicable agreements.
However, the Service is not a replacement for a separate confidentiality agreement, brokerage policy, client consent, data-processing agreement, or professional document-management system.
You should not enter confidential or sensitive information unless you have the right to do so and are comfortable with the information being processed as described in these Terms and our Privacy Policy.
22. Suspension and Termination
We may suspend, limit, or terminate your access to the Service if we reasonably believe that you violated these Terms, created risk or liability, failed to pay amounts due, abused the Service, threatened security or availability, or used the Service in a way that may harm us, users, service providers, or third parties.
You may stop using the Service at any time. You may cancel a paid subscription through the available billing flow or by contacting support if self-service cancellation is unavailable.
Termination or cancellation may result in loss of access to the Service, paid features, Projects, Assets, Works, saved context, generated outputs, account history, or other data, subject to our retention practices and applicable law.
Sections that by their nature should survive termination will survive, including payment obligations, intellectual property, feedback, disclaimers, limitations of liability, indemnification, dispute terms, and any rights or obligations that accrued before termination.
23. Privacy
Our Privacy Policy explains how we collect, use, store, disclose, and protect information. By using the Service, you acknowledge that we process information as described in the Privacy Policy.
If there is a conflict between these Terms and the Privacy Policy regarding privacy-specific matters, the Privacy Policy controls for those matters unless a separate written agreement says otherwise.
24. Disclaimers
The Service is provided “as is” and “as available.” To the maximum extent permitted by law, we disclaim all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, security, reliability, and uninterrupted operation.
We do not warrant that the Service will be accurate, complete, error-free, secure, uninterrupted, compliant with your professional obligations, or suitable for any particular use.
We do not warrant that AI outputs, file extractions, summaries, classifications, research, usage calculations, saved context, or generated Works will be accurate, complete, current, unique, lawful, compliant, or appropriate.
Some jurisdictions do not allow certain disclaimers, so some disclaimers may not apply to you.
25. Limitation of Liability
To the maximum extent permitted by law, ProAgent Works, Joseph S Ballarino, LLC, and our owners, officers, directors, employees, contractors, affiliates, licensors, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages; lost profits; lost revenue; lost business; lost goodwill; lost data; business interruption; reputational harm; or cost of substitute services, even if we have been advised of the possibility of those damages.
To the maximum extent permitted by law, our total liability for any claim arising out of or relating to the Service or these Terms will not exceed the greater of: (a) the amount you paid to us for the Service in the three months before the event giving rise to the claim; or (b) $100.
The limitations in this section apply to all theories of liability, including contract, tort, negligence, strict liability, warranty, statute, and otherwise, to the extent permitted by law.
Some jurisdictions do not allow certain limitations of liability, so some limitations may not apply to you.
26. Indemnification
To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless ProAgent Works, Joseph S Ballarino, LLC, and our owners, officers, directors, employees, contractors, affiliates, licensors, and service providers from and against claims, liabilities, damages, losses, costs, expenses, and fees, including reasonable attorneys’ fees, arising out of or related to:
- your use or misuse of the Service;
- your User Content;
- your AI outputs or other outputs after you use, publish, send, share, or rely on them;
- your violation of these Terms;
- your violation of law, professional rules, MLS/board rules, brokerage policies, advertising rules, fair housing or non-discrimination rules, or third-party rights;
- your breach of any representation, warranty, or obligation in these Terms.
27. Governing Law and Venue
These Terms and any dispute arising out of or relating to these Terms or the Service will be governed by the laws of Florida, without regard to conflict-of-law rules.
You and ProAgent Works agree to the exclusive jurisdiction and venue of the state and federal courts located in Hillsborough County, Florida.
28. Changes to These Terms
We may update these Terms from time to time. If we make material changes, we will provide notice as appropriate, such as by updating the “Last Updated” date, posting notice in the Service, sending email, or requiring acceptance in the product.
Your continued use of the Service after updated Terms become effective means you accept the updated Terms. If you do not agree to the updated Terms, you must stop using the Service.
29. Miscellaneous
These Terms, together with the Privacy Policy and any applicable plan, order, checkout, or written agreement, are the entire agreement between you and us regarding the Service.
If any provision of these Terms is found unenforceable, the remaining provisions will remain in effect.
You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, reorganization, sale of assets, or similar transaction.
Our failure to enforce a provision is not a waiver of our right to do so later.
Headings are for convenience only and do not affect interpretation.
There are no third-party beneficiaries to these Terms unless expressly stated.
30. Contact
Questions about these Terms may be sent to:
ProAgent Works
Email: support@proagentworks.com
Business name: Joseph S Ballarino, LLC
Business address: 7901 4th St N STE 300 St. Petersburg, FL 33702