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Terms of Service

VADE Platform LLC Last updated: April 25, 2026 Version: 2.0 Live at: https://vadeplatform.com/terms

PLEASE READ CAREFULLY. THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER (SECTION 19) THAT AFFECT YOUR LEGAL RIGHTS. BY CREATING AN ACCOUNT OR USING THE SERVICE, YOU AGREE TO RESOLVE DISPUTES THROUGH INDIVIDUAL ARBITRATION AND TO WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION.

1. Acceptance of Terms; Definitions

These Terms of Service (“Terms”) form a binding contract between you (whether an individual consumer, a business owner claiming a listing, a paid subscriber, or a visitor) and VADE Platform LLC, a Washington limited liability company located at 42022 196th Avenue SE, Enumclaw, WA [ZIP] (“VADE Platform,” “we,” “us,” or “our”).

These Terms govern your access to and use of (a) the VADE Platform software-as-a-service offering and (b) its associated consumer-facing and business-facing products, including without limitation OnGround™, OnStudio™, OnFlow™, OnVolt™, OnClimate™, OnProperty™, and the VerifiedPros directory (collectively, the “Service”).

For purposes of these Terms:

  • “Consumer” means an individual using the VerifiedPros directory to find, contact, or review a listed business.

  • “Listed Business” means a person or entity whose information appears in the VerifiedPros directory, whether the listing is unclaimed, claimed but free, or paid.

  • “Subscriber” means a Listed Business or other customer that has purchased a paid subscription.

  • “Customer Data” means data, content, photos, reviews, and other information you upload, submit, or transmit through the Service.

  • “Public Records Data” means license, registration, bond, insurance, and credentialing information sourced from government agencies, as further described in Section 23.

By creating an account, claiming a listing, purchasing a subscription, posting content (including a review), or otherwise accessing or using the Service, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you may not use the Service.

2. Eligibility

You must be at least 18 years of age and capable of forming a binding contract under applicable law. If you are using the Service on behalf of a business or other legal entity, you represent that you are authorized to bind that entity to these Terms, and “you” includes both you individually and that entity. The Service is not directed to children under 13, and we do not knowingly collect personal information from children under 13 (see our Privacy Policy and the U.S. Children’s Online Privacy Protection Act, 15 U.S.C. §§ 6501–6506).

3. Accounts, Authentication, and Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to:

  1. provide accurate, current, and complete information at registration;

  2. maintain and promptly update your account information;

  3. maintain the security of your password and accept all risks of unauthorized access;

  4. notify us promptly at security@vadeplatform.com of any unauthorized use or suspected breach;

  5. ensure that you exit your account at the end of each session when accessed on a shared device.

We require multi-factor authentication (“MFA”) for sensitive roles and reserve the right to require MFA for additional roles at our discretion. We may suspend, restrict, or terminate accounts that show signs of unauthorized access, credential sharing, or use that violates these Terms.

You are responsible for all charges incurred by users of your account, whether or not authorized by you, until you notify us of the unauthorized access.

4. Subscription, Billing, Auto-Renewal, and Cancellation

4.1 Subscription tiers

The Service is offered on a subscription basis with Free, Enhanced ($9/month or $97/year), and Premium ($99/month or $1,069/year) tiers, billed monthly or annually as you select at checkout. Pricing is also displayed at https://verifiedpros.vadeplatform.com/how-it-works#tiers.

4.2 Automatic renewal — IMPORTANT

YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING PERIOD AT THE THEN-CURRENT PRICE UNTIL YOU CANCEL. By providing your payment method, you authorize VADE Platform LLC and its payment processor (Stripe, Inc.) to charge that payment method for each renewal until you cancel. The renewal will be at the same tier and billing frequency unless you change your selection in your account portal.

4.3 Cancellation; refund policy

You may cancel at any time from your account portal at /business/subscription. Cancellation takes effect at the end of the then-current billing period. Your listing reverts to Free tier at the end of that period; you keep your reviews, badges, and verification history. Except where required by applicable state law, we do not issue refunds or credits for partial periods.California and certain other states require pro-rata refunds in limited circumstances; see Section 22.

4.4 Free trials

If we offer a free trial, we will tell you the length of the trial, the price that will be charged when the trial ends, and the procedure for cancelling before the trial converts. Unless you cancel before the trial ends, your subscription will begin and your payment method will be charged.

4.5 Notice to California, New York, Illinois, North Carolina, Maine, Washington, and other ARL-regulated residents

If you reside in California, the automatic-renewal provisions of these Terms are subject to California Business and Professions Code §§ 17600–17606 (the “California Automatic Renewal Law” or “ARL”). For California residents, we will: (a) present these auto-renewal terms in a clear and conspicuous manner before you subscribe; (b) obtain your affirmative consent to the auto-renewal terms; (c) email you an acknowledgment of the auto-renewal terms within a reasonable time after enrollment; (d) provide a method to cancel online at /business/subscription that does not require you to contact a representative; and (e) if your initial term is one year or longer, send you a renewal-reminder notice between 15 and 45 days before each renewal.

If you reside in New York, you are entitled to similar protections under N.Y. Gen. Bus. Law § 527-a; in Illinois under 815 ILCS 605/; in North Carolina under N.C. Gen. Stat. § 75-41; in Maine under 10 M.R.S. § 1210-A; in Washington under RCW 19.330.020; and similar protections may apply in other states. You may cancel at any time using the online cancellation method described in Section 4.3 without contacting customer service.

4.6 Price changes

We may change prices for any tier with at least 30 days’ advance notice by email and through the Service. The new price applies to your next billing cycle following the notice period. Continued use of a paid subscription after the price change takes effect constitutes acceptance.

4.7 Taxes

Prices are stated exclusive of applicable sales, use, value-added, or similar taxes, which we may collect and remit where required.

4.8 Failed payments; collection

If your payment method is declined, we will retry charging it for up to 30 days and may suspend your subscription. After 30 days of unsuccessful retries, your subscription will be cancelled and your listing will revert to Free tier. You remain liable for amounts owed for periods during which the Service was provided.

5. Acceptable Use

You agree not to:

  1. use the Service for any unlawful purpose, in violation of any applicable law or regulation, or to engage in fraud or deception;

  2. reverse-engineer, decompile, disassemble, or attempt to derive source code from the Service except as expressly permitted by applicable law;

  3. probe, scan, or test the vulnerability of the Service or breach any security or authentication measure;

  4. send unsolicited communications, spam, or impersonate any person or entity;

  5. upload or transmit content that infringes intellectual property, contains malware, violates the privacy of others, is defamatory, or is otherwise unlawful;

  6. use the Service to compete with us or to build a substantially similar product, including by training machine-learning models on Service output for that purpose;

  7. resell, sublicense, or share access to the Service except as expressly permitted in writing;

  8. use any robot, spider, scraper, or other automated means to access, copy, or extract data from the Service, including from listing pages, search results, or reviews, without our prior written consent;

  9. use Customer Data or VerifiedPros directory content to train, fine-tune, or evaluate any artificial-intelligence or machine-learning model except (i) by Subscribers strictly for their own internal business operations or (ii) with our prior written consent;

  10. post a review of a business in which you have an undisclosed financial interest, employment relationship, or competitive interest, or solicit or receive consideration in exchange for posting a review;

  11. post content you do not have the right to post, including photographs you did not take or do not have a license to use;

  12. circumvent, disable, or interfere with security-related features of the Service.

We reserve the right to suspend or terminate accounts, remove content, and take legal action against violations of this Section 5.

6. Customer Data and Ownership

You retain all right, title, and interest in your Customer Data. You grant VADE Platform LLC a limited, non-exclusive, royalty-free, worldwide license to host, store, copy, transmit, display, modify (for technical purposes such as resizing or compression), and process Customer Data solely as necessary to provide and improve the Service.

We do not sell Customer Data and we do not use Customer Data to train third-party AI models. We may use de-identified, aggregated data for product improvement, security analysis, and statistical purposes in a manner that cannot reasonably be linked to you or any individual.

Engineering staff are denied direct access to production Customer Data; access requires a documented break-glass procedure with audit logging.

7. User-Generated Content; License to VADE Platform

When you post a review, photo, response to a review, business description, or other content to the Service (“User Content”), you grant VADE Platform LLC a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable, and transferable license to use, copy, modify, distribute, publish, publicly display, publicly perform, and create derivative works of the User Content in any media now known or later developed, in connection with the Service and our business, including for marketing and promotional purposes.

You represent and warrant that you own or have the necessary rights to all User Content you submit and that the User Content does not violate the rights of any third party or any law. We are not obligated to monitor User Content but reserve the right to remove or modify any User Content that violates these Terms or that we otherwise determine is objectionable.

8. Reviews

Reviews must be (a) based on the reviewer’s first-hand experience with the Listed Business, (b) honest, (c) free of profanity, threats, and protected-class slurs, and (d) free of undisclosed conflicts of interest. We do not allow Listed Businesses to remove individual negative reviews; we do remove reviews that violate these standards. Listed Businesses may post a public response to any review.

We use a combination of automated screening (including velocity-flag detection, language analysis, and pattern matching) and human moderation to enforce review integrity. See Section 18 (Automated Decision-Making and AI) for more.

9. Third-Party Integrations and Subprocessors

The Service integrates with third-party services including, without limitation, Stripe, Inc. (payments), Resend, Inc. (transactional email), Twilio Inc. (SMS), Google LLC (Calendar, Maps), Intuit Inc. (QuickBooks Online), Amazon Web Services, Inc. (hosting), Cloudflare, Inc. (storage and content delivery), Regrid (parcel data), the Washington State Department of Labor & Industries (license data), and the federal Centers for Medicare & Medicaid Services (NPPES NPI data).

A current list of subprocessors is maintained at https://vadeplatform.com/subprocessors. We will provide at least 30 days’ notice before adding a new subprocessor that processes Customer Data.

Your use of these integrations is governed by the terms and privacy policies of the respective providers, in addition to these Terms. We are not responsible for the acts, omissions, or content of any third-party provider.

10. Intellectual Property

The Service, including all software, content (excluding User Content and Customer Data), designs, trademarks, service marks, logos, and documentation, is owned by VADE Platform LLC or its licensors and is protected by United States and international intellectual property laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service in accordance with these Terms. All rights not expressly granted are reserved.

“VADE Platform,” “VerifiedPros,” “OnGround,” “OnStudio,” “OnFlow,” “OnVolt,” “OnClimate,” and “OnProperty” are trademarks of VADE Platform LLC. Use of these marks without our written consent is prohibited.

11. Service Availability and Modifications

We strive to provide a reliable Service but do not guarantee uninterrupted availability. We may modify, suspend, or discontinue features at any time. We will provide reasonable notice of material adverse changes by email and through the Service. Scheduled maintenance windows are announced via the in-app notification center.

12. Disclaimers

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTY REGARDING THE ACCURACY, CURRENTNESS, OR COMPLETENESS OF PUBLIC RECORDS DATA DISPLAYED IN THE VERIFIEDPROS DIRECTORY (SEE SECTION 23). VERIFIEDPROS IS A SEARCH AND DISCOVERY DIRECTORY, NOT AN ENDORSEMENT, RECOMMENDATION, REFERRAL SERVICE, OR GUARANTEE OF ANY LISTED BUSINESS’S QUALIFICATIONS OR FITNESS FOR ANY PARTICULAR PROJECT.

Some states do not allow the disclaimer of certain implied warranties, so portions of this Section 12 may not apply to you. Where required by law, our disclaimers are limited to the maximum extent permitted.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VADE PLATFORM LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, GOODWILL, OR OTHER INTANGIBLE LOSSES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (a) THE AMOUNTS YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) ONE HUNDRED U.S. DOLLARS ($100). MULTIPLE CLAIMS DO NOT ENLARGE THIS LIMIT.

The limitations in this Section 13 form an essential basis of the bargain between you and us. Some states do not allow the exclusion or limitation of certain damages; in those states, our liability is limited to the maximum extent permitted by law.

14. Indemnification

You agree to defend, indemnify, and hold harmless VADE Platform LLC, its officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to:

  1. your use or misuse of the Service;

  2. your User Content or Customer Data;

  3. your violation of these Terms;

  4. your violation of any applicable law or any third-party right (including intellectual property, privacy, or publicity rights);

  5. any dispute between you and a third party (including, for Consumers, any dispute with a Listed Business, and for Listed Businesses, any dispute with a Consumer or another Listed Business).

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification, in which event you will cooperate with us in asserting any available defenses.

15. Termination

We may suspend or terminate your access to the Service at any time, with or without cause and with or without notice, including for any actual or suspected violation of these Terms. You may terminate your account at any time by cancelling your subscription (Section 4.3) and contacting us at support@vadeplatform.com to request account closure.

Upon termination: (a) your right to use the Service ceases immediately; (b) Customer Data will be retained for ninety (90) days after which it may be permanently deleted unless retention is required by law; (c) any User Content posted publicly (including reviews) may remain on the Service; (d) any provisions that by their nature should survive termination shall survive, including without limitation Sections 6 (Customer Data), 7 (User Content license), 10 (Intellectual Property), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 19 (Arbitration), 20 (Class-Action Waiver), and 22 (State-Specific Provisions).

16. DMCA Notice and Takedown; Designated Agent

VADE Platform LLC complies with the U.S. Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512. If you believe that material on the Service infringes your copyright, please send a written notice to our Designated Copyright Agent containing all of the following:

  1. A physical or electronic signature of the copyright owner or person authorized to act on their behalf;

  2. Identification of the copyrighted work claimed to have been infringed;

  3. Identification of the material claimed to be infringing, including the URL or other location reasonably sufficient for us to locate the material;

  4. Your contact information (name, address, telephone number, email address);

  5. A statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law;

  6. 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 behalf of the owner.

Designated Copyright Agent:

Copyright Agent VADE Platform LLC 42022 196th Avenue SE Enumclaw, WA [ZIP] Email: dmca@verifiedpros.vadeplatform.com Phone: [DMCA-PHONE]

This Designated Agent is registered with the U.S. Copyright Office in accordance with 17 U.S.C. § 512(c)(2).

16.1 Counter-notice

If you receive notice that material you posted has been removed, you may submit a counter-notice containing: (1) your physical or electronic signature; (2) identification of the material that has been removed and its prior location; (3) a statement, under penalty of perjury, that you have a good-faith belief that the material was removed as a result of mistake or misidentification; (4) your name, address, telephone number, and consent to jurisdiction of the federal district court for your judicial district (or, if outside the United States, the Western District of Washington), and that you will accept service of process from the person who provided the original DMCA notice.

16.2 Repeat-infringer policy

We will terminate, in appropriate circumstances, the accounts of users who are repeat infringers of intellectual property rights.

16.3 Misrepresentations

Under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material is infringing, or that material was removed by mistake or misidentification, may be liable for damages.

17. Communications and Electronic Notices

By creating an account or providing your contact information, you consent to receive electronic communications from us, including transactional, account, billing, security, and service-related notices, by email and through the Service. You may opt out of marketing communications by following the unsubscribe instructions in those emails or in your account settings; you cannot opt out of transactional or service-required communications while using a paid subscription.

If you provide a phone number, you consent to receive transactional SMS messages from us at that number. Message and data rates may apply. You may text STOP to opt out of SMS at any time. We will not use auto-dialer or pre-recorded marketing calls without separate, prior express written consent as required by the Telephone Consumer Protection Act (47 U.S.C. § 227) and 47 C.F.R. § 64.1200.

18. Automated Decision-Making and Artificial Intelligence

We use automated systems, including machine-learning models, to operate parts of the Service. Specifically:

  1. Search ranking and rotation. Search results within VerifiedPros are ordered using a deterministic shuffle algorithm seeded by date, tier, and geographic bucket. The algorithm is described publicly at /how-it-works#search-results.

  2. Content moderation. We use automated screening to detect spam, sock-puppet review patterns, prohibited content, and impersonation. Decisions to remove or hide content may be made initially by an automated system and reviewed by human moderators. Listed Businesses and reviewers may appeal automated content decisions by contacting support@vadeplatform.com.

  3. License-data import and verification. We use automated processes to import and reconcile public license records on a monthly cadence. A listing may be automatically suspended if its underlying license is reported as expired, revoked, or deactivated. Listed Businesses will receive notice and a 30-day grace period (with limited exceptions) before suspension.

  4. Lead routing. Inquiries from Consumers may be routed to one or more Listed Businesses based on category, geography, subscription tier, and rotation slot.

  5. No “consequential decisions” within the meaning of Colorado AI Act. As of the effective date of these Terms, we do not use AI to make decisions that have a “legal or similarly significant effect” on a Consumer’s access to housing, employment, education, healthcare, financial services, or insurance, as those terms are used in C.R.S. § 6-1-1701.

You have the right to:

  • be informed about the use of automated decision-making systems on the Service;

  • request human review of any automated decision that materially affects your account, listing, or content (contact support@vadeplatform.com);

  • request a copy of the meaningful information about the logic involved, where required by applicable law (e.g., GDPR Article 22, CPRA Cal. Civ. Code § 1798.185(a)(16), and similar state laws).

We do not use Customer Data, User Content, or directory data to train third-party generative-AI models without your consent.

19. Binding Individual Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND VADE PLATFORM LLC TO RESOLVE ALL DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

19.1 Agreement to arbitrate

You and VADE Platform LLC agree that any dispute, claim, or controversy arising out of or relating to (a) these Terms, (b) the Service, (c) any communication, transaction, or relationship between us, or (d) the formation, breach, termination, validity, or enforceability of any of the foregoing (each, a “Dispute”) shall be resolved by binding individual arbitration before a single arbitrator, except as set forth in Section 19.6.

19.2 Federal Arbitration Act

This Section 19 is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16, which preempts conflicting state law. The arbitrator shall have exclusive authority to decide questions of arbitrability, including the validity, scope, or enforceability of this arbitration agreement, except that a court (not the arbitrator) shall decide whether the Class-Action Waiver in Section 20 is enforceable.

19.3 Arbitration provider; rules

The arbitration shall be administered by JAMS (https://www.jamsadr.com) under its Streamlined Arbitration Rules and Procedures (for claims under $250,000) or its Comprehensive Arbitration Rules and Procedures (for larger claims), as in effect on the date the arbitration is commenced (collectively, the “JAMS Rules”). If JAMS is unavailable or refuses to administer the arbitration consistent with this Section 19, the parties shall select another mutually-agreeable provider; if they cannot agree, a court of competent jurisdiction shall appoint one in accordance with 9 U.S.C. § 5.

19.4 Procedure

The arbitration shall be conducted in English in King County, Washington (or by telephone or videoconference if you are a Consumer and request it), unless you and we agree otherwise. The arbitrator’s decision shall be final and binding, except for the limited right of review provided by the Federal Arbitration Act. Judgment on the award may be entered in any court of competent jurisdiction.

19.5 Fees

If you are a Consumer (as opposed to a Listed Business or Subscriber), we will pay all JAMS filing, administrative, and arbitrator fees in excess of any filing fee you would have paid to file a complaint in court. If the arbitrator finds your claim frivolous within the meaning of Federal Rule of Civil Procedure 11(b), each party will bear its own fees and costs to the extent permitted by the JAMS Rules.

19.6 Exceptions

Notwithstanding Section 19.1, either party may bring an action in (a) small-claims court for claims that qualify under that court’s jurisdictional limits, or (b) any court of competent jurisdiction for emergency injunctive relief to prevent imminent and irreparable harm to the party’s intellectual property rights, trade secrets, or confidential information, pending the appointment of the arbitrator and the start of the arbitration.

19.7 Right to opt out — NONE

These Terms DO NOT include an opt-out from arbitration. By using the Service you agree to resolve Disputes through individual arbitration as described in this Section 19.

19.8 Severability of arbitration agreement

If any portion of this Section 19 is found unenforceable, that portion shall be severed and the remainder shall continue in effect, except that if the Class-Action Waiver in Section 20 is found unenforceable as to any Dispute or category of Dispute, then this entire Section 19 shall be unenforceable as to that Dispute or category, and the Dispute shall be resolved in court under Section 21.

20. Class-Action Waiver

YOU AND VADE PLATFORM 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, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL ACTION. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding.

If a court or arbitrator finds the Class-Action Waiver to be unenforceable as to a particular claim, that claim (and only that claim) shall be severed and resolved in a court of competent jurisdiction; all other claims shall remain subject to individual arbitration under Section 19.

This Class-Action Waiver is an essential part of the agreement to arbitrate. If a representative-action waiver under California’s Private Attorneys General Act (“PAGA”) is found unenforceable as a matter of California law (see Adolph v. Uber Technologies, Inc., 14 Cal. 5th 1104 (2023)), the parties agree that the individual PAGA claim shall proceed in arbitration and any non-individual PAGA claim shall be stayed pending the outcome of the individual claim.

21. Governing Law; Court Disputes

These Terms are governed by the laws of the State of Washington, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

For Disputes that are not subject to arbitration under Section 19 (including those exempted by Section 19.6, severed under Section 19.8, or where arbitration is found unenforceable), you and we agree to the exclusive jurisdiction of the state and federal courts located in King County, Washington, and you consent to personal jurisdiction in those courts. Each party waives any objection based on inconvenient forum.

22. State-Specific Provisions

Per Section 6 of our Privacy Policy and the disclosures in this Section 22, residents of certain states have specific rights and protections. Where state law requires a more protective term than what these Terms provide, the state-law term applies to the extent of the conflict.

22.1 California

California Civil Code § 1789.3 requires us to disclose: complaints regarding the Service may be addressed to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210.

The auto-renewal provisions in Section 4 are subject to the California Automatic Renewal Law (Cal. Bus. & Prof. Code §§ 17600–17606). California residents may cancel online at any time per Section 4.3.

California residents have additional rights under the California Consumer Privacy Act and California Privacy Rights Act, described in our Privacy Policy.

22.2 New York

The auto-renewal provisions in Section 4 are subject to N.Y. Gen. Bus. Law § 527-a.

22.3 New Jersey

The Class-Action Waiver in Section 20 may not apply to claims brought under the New Jersey Truth-in-Consumer Contract, Warranty and Notice Act, N.J.S.A. 56:12-14, et seq., to the extent those claims are non-waivable under New Jersey law.

22.4 Other states with comprehensive consumer privacy or auto-renewal laws

If you reside in Virginia, Colorado, Connecticut, Utah, Texas, Florida, Oregon, Montana, New Hampshire, Delaware, Iowa, Indiana, Minnesota, Maryland, Rhode Island, Kentucky, Nebraska, Tennessee, or the District of Columbia, you have specific rights under your state’s consumer protection or privacy law. See our Privacy Policy for the full list of rights and how to exercise them. Where required, our policies meet or exceed your state’s mandated minimums.

22.5 General

Nothing in these Terms is intended to disclaim or limit any non-waivable right under your state’s consumer protection laws.

23. VerifiedPros Directory and Public Records

The VerifiedPros directory displays business license, contractor registration, professional credential, bonding, and insurance information for listed professionals. That information is sourced from public records maintained by government agencies, including: the Washington State Department of Labor & Industries (“L&I”) contractor registration dataset (for construction trades); the federal Centers for Medicare & Medicaid Services (“CMS”) National Plan and Provider Enumeration System (“NPPES”) National Provider Identifier (“NPI”) registry (for healthcare professionals such as nurses, physicians, chiropractors, counselors, dental hygienists, massage therapists, nursing assistants, and pharmacy technicians); and comparable public-records sources maintained by other state or federal licensing authorities.

We import these records on a periodic schedule (currently monthly) and display a “Verified” date alongside each data point to indicate when our copy was last refreshed. Because our data is a snapshot of public records at the time of import, it may be incomplete, inaccurate, or out of date at the time you view it: licenses, registrations, or NPIs may have expired, been suspended, revoked, deactivated, or reinstated; bond or insurance status may have changed; disciplinary actions may have been taken; and business ownership or registration details may have been updated.

WE DO NOT WARRANT THAT ANY LICENSE, REGISTRATION, NPI, CREDENTIAL, BOND, INSURANCE, OR RELATED STATUS DISPLAYED IN THE VERIFIEDPROS DIRECTORY IS ACCURATE, CURRENT, OR COMPLETE, AND THE DIRECTORY IS NOT A SUBSTITUTE FOR INDEPENDENT VERIFICATION.

Before hiring, engaging, or contracting with any Listed Business, you are responsible for independently verifying their current license, registration, credential, bond, and insurance status directly with the applicable issuing authority — for Washington contractors, L&I at https://secure.lni.wa.gov/verify/; for healthcare professionals, the NPPES NPI Registry at https://npiregistry.cms.hhs.gov/, the Washington State Department of Health for most healthcare providers at https://www.doh.wa.gov/LicensesPermitsandCertificates/ProviderCredentialSearch, and any applicable specialty board; and for other categories, the appropriate state or local authority. We provide deep links to the authoritative verification page on each listing where available.

Inclusion in the VerifiedPros directory is not an endorsement, recommendation, referral, or guarantee of any Listed Business’s qualifications, workmanship, disciplinary history, scope of practice, financial responsibility, or fitness for a particular project. Badges such as “Verified,” “Licensed,” “Bonded,” and “Insured” reflect the state of public records at the time of our last import and may no longer be current. The presence or absence of a specialty, category, or taxonomy designation reflects the source record as imported and may not capture the full scope of a Listed Business’s current practice or authorization.

We are not a party to any agreement between a Consumer and a Listed Business, are not a real-estate broker, contractor’s referral service, or healthcare-provider referral service within the meaning of any state’s licensing or referral-service statutes, and assume no liability for the conduct of any Listed Business.

24. Force Majeure

Neither party shall be liable for any delay or failure in performance (other than payment obligations) caused by events beyond its reasonable control, including without limitation acts of God, war, terrorism, civil unrest, epidemic or pandemic, cyber-attack, network or third-party-provider outage, government action, or natural disaster.

25. Export Control and OFAC

You represent that you are not (a) located in or a national or resident of any country subject to U.S. Government embargo or that has been designated as “terrorist-supporting”; (b) listed on any U.S. Government list of prohibited or restricted parties (including the Treasury Department’s Specially Designated Nationals List and the Commerce Department’s Denied Persons List); or (c) using the Service in violation of any U.S. or foreign export-control law.

26. Notices

We may give notices to you by email to the address associated with your account, by posting on the Service, or by other reasonable means. You may give notices to us at: legal@vadeplatform.com or by mail to: VADE Platform LLC, Attn: Legal, 42022 196th Avenue SE, Enumclaw, WA [ZIP].

27. Assignment

You may not assign or transfer these Terms, in whole or in part, without our prior written consent. We may assign these Terms at any time without notice or consent, including in connection with a merger, acquisition, reorganization, or sale of assets.

28. Severability

If any provision of these Terms is held invalid or unenforceable, that provision shall be modified or severed to the minimum extent necessary, and the remaining provisions shall continue in full force.

29. No Waiver

No waiver by us of any term in these Terms shall be deemed a continuing waiver, and our failure to enforce any provision shall not be a waiver of our right to do so later.

30. Changes to These Terms

We may update these Terms from time to time. Material changes will be notified to active users by email and through the Service at least 30 days before they take effect. Continued use of the Service after the effective date constitutes acceptance. If you do not agree to a material change, you must stop using the Service before it takes effect; you may cancel your subscription per Section 4.3.

We will maintain a publicly-accessible version history at https://vadeplatform.com/terms-history.

31. Entire Agreement

These Terms, together with our Privacy Policy, the DMCA notice procedure (Section 16), the Section for Listed Businesses (Appendix A), any order forms, and any supplemental terms expressly referenced (including category-specific or product-specific terms), constitute the entire agreement between you and VADE Platform LLC regarding the Service and supersede all prior or contemporaneous understandings.

In the event of a conflict between these Terms and any supplemental terms, the supplemental terms control to the extent of the conflict and only with respect to the matter to which they apply.

32. Contact

VADE Platform LLC 42022 196th Avenue SE Enumclaw, WA [ZIP] General: support@vadeplatform.com Legal / DMCA: legal@vadeplatform.com / dmca@verifiedpros.vadeplatform.com Privacy: privacy@vadeplatform.com

Appendix A — Section for Listed Businesses

This Appendix A applies in addition to the main body of the Terms when you (a) claim a VerifiedPros listing, (b) purchase an Enhanced or Premium subscription, or (c) post any content as a Listed Business (the “Listed Business Terms”). In the event of conflict between this Appendix and the main body, this Appendix controls for Listed Businesses only.

A.1 Listing claim and authority

By claiming a listing, you represent that you are the business owner, an officer, or an authorized agent with binding authority over the business. We may require email-domain verification, postal-mail verification, or government-record cross-check before completing a claim. Fraudulent claims are grounds for immediate termination and may be referred for legal action.

A.2 Accuracy of business information

You represent that all business information, license numbers, hours, services, photos, and credentials you upload are accurate, current, and yours to publish. You will promptly correct any inaccuracy. We may suspend a listing if information appears inaccurate pending verification.

A.3 Photo and content licensing — confirmation

By uploading photos or other content to your listing, you confirm the license grant in Section 7 and further represent that you own or have a license sufficient to grant that license to us.

A.4 Reviews — Listed Business obligations

You may not (a) offer or accept consideration in exchange for a review, (b) post reviews of yourself or your business, (c) post reviews of competitors, (d) instruct customers to write reviews containing specific ratings or content, or (e) attempt to suppress, redirect, or remove negative reviews through coercion. You may post a single, public, professional response to any review.

A.5 Subscription terms; specific to Listed Businesses

In addition to Section 4, Subscriptions are non-transferable. Discounts and credits are non-refundable except where required by law. Tier downgrades take effect at the end of the current billing period. Upgrades are pro-rated.

A.6 Lead inquiries and customer communications

When a Consumer submits a lead inquiry through the Service, we may share the inquiry contents with one or more Listed Businesses based on category, geography, and subscription tier. You agree to handle Consumer information in accordance with applicable privacy law (including the FTC Act, the Telephone Consumer Protection Act, the CAN-SPAM Act, and applicable state laws) and these Terms.

A.7 Compliance with profession-specific laws

You represent that you hold all licenses, registrations, bonds, and insurance required to provide the services advertised on your listing in the state(s) where you operate, and that you will maintain those credentials throughout your subscription. You will promptly update your listing to reflect any change in license status. You will not advertise services for which you are not authorized or properly credentialed.

A.8 Independent contractor

You are an independent contractor, not our agent, employee, partner, joint venturer, or franchisee. You have no authority to bind VADE Platform LLC in any way.

A.9 Suspension of paid listings for license expiration

If a license, registration, NPI, or bond underlying your listing is reported by the issuing authority as expired, suspended, revoked, or deactivated and is not restored within the 30-day grace period (Section 18(c)), your listing may be suspended. Your subscription billing will be paused on the day of suspension. If the issue is resolved within 60 days, your listing and subscription may be restored without lapse.

A.10 Termination of paid listings

In addition to Section 15, we may terminate a Listed Business’s account for: (a) repeated review-policy violations; (b) confirmed false license or credential claims; (c) consumer-protection complaints with apparent merit referred to us by a state attorney general or licensing authority; or (d) any conduct that, in our reasonable judgment, exposes us to material legal or reputational risk.

End of Terms of Service.