Terms and Conditions

Last Updated On May 23, 2018

Welcome to useproof.com, a website provided by Proof Technologies, LLC (“Proof,” “we,” “our” or “us”). This page explains the terms by which you may use our online and/or mobile services and software provided on or in connection with our website (collectively, the “Service”). By accessing or using the Service, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms and Conditions (this “Agreement”) and to the collection and use of your information as set forth in our Privacy Policy (the “Privacy Policy”), whether or not you are a registered user of the Service. Proof reserves the right to modify these terms and will provide notice of these changes as described below. This Agreement applies to all visitors, users, and others who access the Service (“Users”).

Please read this Agreement carefully to ensure that you understand each provision. This agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.

1. Proof Service

     1.1     Eligibility

This is a contract between you and Proof. You may use the Service only if you can form a binding contract with Proof, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under eighteen (18) years of age is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by Proof. You must read and agree to the terms and conditions of this Agreement before using the Service. If you do not agree, you may not use the Service.

     1.2     Limited License

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service as permitted by the features of the Service. Proof reserves all rights not expressly granted herein in the Service and the Proof Content (as defined below). Proof may terminate this license at any time for any reason or no reason.

     1.3     User Accounts

Your account on the Service (your “User Account”) gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of User Accounts for different types of Users. If you open a User Account on behalf of a company, organization, or other entity, then: (i) “you” includes you and that entity; and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to Proof with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your User Account. You must notify Proof immediately of any breach of security or unauthorized use of your User Account. Proof will not be liable for any losses caused by any unauthorized use of your User Account.

You may control your User profile and how you interact with the Service by changing the settings in your Settings page. By providing Proof your email address you consent to our using the email address to send you service-related notices, including any notices required by law, in lieu of communication by postal mail. With your consent, we may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out by clicking on the unsubscribe link on the bottom of our emails or by emailing us at team@useproof.com. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

     1.4     Administrator Accounts

The person who first completes the Service registration on behalf of any company, entity or organization (“Subscribing Organization”) is the initial "Administrator" for purposes of such Subscribing Organization’s use of the Service, and exercises certain options to initially determine the level of access, privacy, and security for the Service related to the Subscribing Organization ("Administrator Account"). For example, the Administrator will determine who can be a User of the Service under the organization associated with that Administrator and Subscribing Organization and the level of privileges that such Users will possess. Once initial registration has been completed, each Subscribing Organization will be able to register additional Administrators. Each Administrator may designate other Users as additional and/or successor Administrators; provided that, each Administrator is responsible for confirming that those person(s) accept such responsibility. Upon becoming an Administrator, each person will be deemed to agree to the obligations hereunder. In addition, any person designated as the billing contact in the billing record for a Subscribing Organization will be deemed to assume the rights and obligations of an Administrator. Administrator Accounts must comply in all respects with all terms and conditions applicable to User Accounts.

     1.5     Service Rules

When using the Service, you agree not to: (a) upload or transmit pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content; (b) except where expressly permitted, use the Service to engage in spamming, "chain letters", "pyramid schemes", advertisement of illegal or controlled products or services, or other advertising or marketing activities that violate this Agreement, the Privacy Policy or any applicable laws, regulations or generally-accepted advertising or marketing industry guidelines; (c) use the Service in any manner that infringes, violates or misappropriates any third party’s intellectual property or proprietary rights; (d) use the Service in any manner is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes; (e) use the Service in any manner is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another's privacy; (f) use the Service in any manner that is harmful to minors in any way; (g) use the Service in any manner that is hateful or discriminatory based on race, color, gender, gender identity, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by Proof; (h) use the Service in any manner that in our sole discretion could damage, disable, overburden, or impair it; (i) use the Service in any manner that constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests; (j) attempt to gain unauthorized access to the Service, or any part of them, other User Accounts, computer systems or networks connected to the Service, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (k) modify the Service in any manner or form, or use modified versions of the Service, including but not limited to for the purpose of obtaining unauthorized access to the Service; (l) use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission, or bypass any measures we may use to prevent or restrict access to the Service; (m) impersonate another person or access another User’s User Account without that User’s permission or to violate any contractual or fiduciary relationships; (n) share Proof-issued passwords with any third party or encourage any other User to do so; (o) modify, adapt, translate or create derivative works based upon the Service; (p) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (q) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Service to any third party; provide time sharing or similar services for any third party; or use the Service for any purpose other than your own internal business use; (r) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Service, features that prevent or restrict use or copying of any content accessible through the Service, or features that enforce limitations on use of the Service; (s) access the Service if you are a direct competitor of Proof, except with Proof’s prior written consent, or for any other competitive purposes; or (t) except as permitted by the features of the Service, collect or harvest any personally identifiable information, including account names, from the Service.

     1.6      Responsibilities for Calls and Messaging

To the extent applicable to your use of the Service, you shall at all times comply with the CAN SPAM Act of 2003, the Telephone Consumer Protection Act (47 U.S.C. §227), the Do-Not-Call Implementation Act and the Do-Not-Call list registry rules (http://www.donotcall.gov), the Telemarketing Sales Rule, 47 C.F.R. § 64.1200 et seq, and all other state or local laws, rules, regulations, and guidelines relating to calling or texting, including without limitation, rules, regulations and guidelines set forth by the Federal Trade Commission and the Federal Communications Commission (collectively, the “Calling Laws”). You agree that, as between the parties, you are the initiator of any call, SMS/MMS message, or other communication transmitted through the Service and for all content relating to, inducing, or encouraging calls, SM/MMS messages or other communications to take place. Proof is not responsible for reviewing the contents of any communication transmitted through the Services or transmitted by you related to your use of the Service, nor is it responsible for obtaining any necessary consents or permissions from the message recipients.

     1.7     Changes to the Service

We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

2. User Content

Some areas of the Service allow Users to submit, provide, or otherwise make available content such as videos, images, music, text, comments, questions, and other content or information (any such materials a User submits, provides, or otherwise makes available on the Service is referred to as “User Content”).

We claim no ownership rights over User Content created by you. The User Content you create remains yours.

By submitting, providing, or otherwise making available any User Content on or through the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Proof a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

In connection with your User Content, you affirm, represent and warrant the following:

  • You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
  • You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties.
  • Your User Content and Proof’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
  • Proof may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
  • To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.

Proof takes no responsibility and assumes no liability for any User Content that you or any other User submits, provides or otherwise makes available over the Service. You shall be solely responsible for your User Content and the consequences of submitting it, providing it, or otherwise making it available on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content.

3. Customer Data

     3. 1     Customer Data

Some areas of the Service may allow Proof to collect information from your current or potential customers, website visitors or end-users (collectively, “Customer Data”).

     3. 2     Use of Customer Data

By submitting or causing to be submitted Customer Data to Proof, you hereby grant, and represent and warrant that you have all rights necessary to grant, all rights and licenses to the Customer Data required for Proof and its subcontractors and service providers to provide the Service. You acknowledge and agree that Proof may disclose Customer Data if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any of the Customer Data violates the rights of third parties; or (d) protect the rights, property, or personal safety of Proof, the Service, its users, and the public. Proof shall have no right to sublicense or resell Customer Data, except however, that you agree that Proof may collect, analyze, and use data derived from Customer Data, which may include personally identifiable data and/or information collected from or about an individual but which does not identify the individual personally for purposes of operating, analyzing, improving, or marketing the Service and any related services. If Proof shares or publicly discloses information (e.g., in marketing materials, or in application development) that is derived from Customer Data, such data will be aggregated or anonymized to reasonably avoid identification of a specific individual. You further agree that Proof will have the right, both during and after the term of this Agreement, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized, aggregated data.

     3. 3     Your Responsibilities for Customer Data

In connection with Customer Data, you hereby represent, warrant, and agree that: (a) you have obtained or will obtain the Customer Data lawfully and/or have not engaged in material misrepresentation, deception or other fraudulent or improper means to cause the Customer Data to be collected by the Service; (b) the Customer Data does not and will not violate any applicable laws or any person or entity’s proprietary or intellectual property rights; (c) you will provide and maintain a clearly posted and legally adequate privacy policy that (1) accurately discloses your practices with respect to the collection, use, and disclosure of Customer Data, including Customer Data collected through your use of Proof’s Service as contemplated under these Terms, and if required by applicable law, pursuant to consents obtained by you to do each of the foregoing, and (2) provides sufficient notice to your consumers, website visitors and/or end users that certain Customer Data may be displayed on your website pursuant to the Service; (d) you are solely responsible for ensuring compliance with all privacy laws in all jurisdictions that may apply to Customer Data; (e) Proof may exercise the rights in Customer Data granted hereunder without liability or cost to any third party; and (f) the Customer Data complies with the terms of these Terms. For purposes of clarity, Proof takes no responsibility and assumes no liability for any Customer Data, and you will be solely responsible for its Customer Data and the consequences of collecting or sharing it hereunder. You may not submit, or cause to be submitted, any Customer Data that includes a social security number, passport number, driver’s license number, or similar identifier, credit card or debit card number, employment, financial or health information, or any other information which may be subject to specific data privacy and security laws including, but not limited to, the Gramm-Leach-Bliley Act (GLBA), Children’s Online Privacy Protection Act (COPPA) or the Health Insurance Portability and Accountability Act (HIPAA), or which could give rise to notification obligations under data breach notification laws, without Proof’s prior written approval. You are responsible for determining whether your are subject to such data privacy and security laws or regulations, and you represent and warrant that your use of the Service will be in accordance with such laws or regulations. Proof will not be held liable for your failure to provide a legally adequate privacy policy or if the Service does not meet the requirements imposed by any privacy laws or regulations to which you are subject.

    3. 4     Data Processing Addendum (DPA)

To the extent that we process any Customer Personal Data (as defined in the Data Processing Addendum ("DPA") and (i) the Customer Personal Data relates to individuals located in the EEA; or (ii) you are established in the EEA, the parties agree to process such personal data in accordance with the DPA accessible. For the purposes of this Agreement: "personal data", "process" and "EEA" shall have the meanings as set out in the DPA.

    3. 5     Security Incidents

In the event we have a reasonable, good faith belief that an unauthorized party has accessed or acquired Customer Data triggering notification pursuant to U.S. state and federal law, we will promptly notify you and will use reasonable efforts to cooperate with your investigation of the incident. If such incident triggers any third-party notice requirements, you (not Proof) shall be solely responsible for the timing, content, cost and method of any such notice and compliance with applicable laws. You (not Proof) bears sole responsibility for adequate security, protection and backup of Customer Data when in your or your representatives’ or agents’ possession or control. We are not responsible, and you are fully responsible, for what your authorized Users do with Customer Data.

    3. 6     No Responsibility for Backups

Proof will not be responsible for any backup, recovery or other steps required to ensure that Customer Data is recoverable in the case of data loss. You are solely responsible for backing up your Customer Data on a regular basis, and taking appropriate steps to safeguard and ensure the integrity of your Customer Data.

    3. 7     Right to Customer Data

You own all right, title and interest (including all Intellectual Property Rights) in and to Customer Data.

4. Our Proprietary Rights

Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Proof Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Proof and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Proof Content. Use of the Proof Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Proof under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Proof does not waive any rights to use similar or related ideas previously known to Proof, or developed by its employees, or obtained from sources other than you.

5. Subscription; Fees and Payment

    5.1     Fees

We will charge you fees (“Fees”) for your use of the Service. You agree to pay any and all Fees specified in an ordering document or online order for your access and use of the Service (“Ordering Document”). For the most current information about our pricing and payment, please review our Pricing and Payment Terms, which are incorporated by reference herein. Proof may add new services for additional fees and charges, and add or amend fees and charges for existing services, at any time in its sole discretion. If we add or amend our Fees, we will update our Pricing and Payment Terms. Unless otherwise communicated to you by Proof, any change to our Pricing and Payment Terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement; provided however that if we have offered a specific duration and Fees for your use of the Service, we agree that the Fees will remain in force for that duration.

    5.2     Continuous Subscription Services; Automatic Billing and Policies.

Unless otherwise provided in an Ordering Document any purchases for access and use of the Service are on an automatically renewing subscription basis. YOUR PROOF SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF YOUR SUBSCRIPTION TERM IDENTIFIED IN YOUR ORDERING DOCUMENT FOR SUBSEQUENT TERMS EQUAL IN LENGTH TO THE INITIAL SUBSCRIPTION TERM (EACH A “SUBSCRIPTION TERM”) UNLESS AND UNTIL YOU CANCEL YOUR PROOF SUBSCRIPTION IN ACCORDANCE WITH THE CANCELLATION PROCEDURES IDENTIFIED IN SECTION 5.3 OF THIS AGREEMENT. When you purchase the Service, you expressly acknowledge and agree that: (1) Proof is authorized to charge you at the beginning of each Subscription Term the Fees identified in an Ordering Document, any applicable taxes, and any other charges you may incur in connection with your use of the Service, for as long as your subscription continues; and (2) your subscription is continuous until you cancel it or the Service is suspended, discontinued or terminated in accordance with this Agreement. You acknowledge and agree that the amount billed may vary due to promotional offers, changes in your subscription plan, changes in applicable taxes, and changes in Fees and you authorize us to charge your payment method for the changed amounts.

    5.3     Cancellation; Refunds

To cancel your User Account or the services, you must notify us before the start of the next Subscription Term by contacting us at team@useproof.com or by cancelling inside the app under settings. You may cancel your User Account or the services at your sole discretion; however, the Service grants refunds for cancellation at its sole discretion and you acknowledge and agree that you may not be refunded any Fees for your cancellation of your User Account and the services.  In the event that Proof suspends or terminates your User Account or this Agreement for your breach of this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your User Account, or for anything else.

    5.4     Payment Information; Taxes

We or our third-party payment processors will charge your Fees and any other charges you may incur to the payment method you provide when you register for a User Account or you identify in an Ordering Document. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You may change your payment method by changing the information in your User Account. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. If we are unsuccessful in charging your payment method and have still not received payment within seven (7) days after informing you, we may (without liability to you) suspend or temporarily disable all or part of your access to the Service and we shall be under no obligation to provide any or all of the Service while the Fees concerned remain unpaid. This does not affect any other rights and remedies available to us. You will pay any and all applicable taxes, if any, relating to any such payments of Fees, purchases, transactions or other monetary transactions.

6. Privacy

We care about the privacy of our Users. You understand that by using the Service you consent to the collection, use and disclosure of your personally identifiable information and aggregate and/or anonymized data as set forth in our Privacy Policy, and to have your personally identifiable information and Customer Data collected, used, transferred to and processed in the United States. You acknowledge that you shall be solely and exclusively responsible to take all the necessary measures on your website/service and for providing notice and obtaining any consent that you are legally obliged to obtain from your consumers, website visitors and/or end users.

7. Security

Proof will maintain commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of Customer Data and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide and/or allow access to Customer Data at your own risk.

8. DMCA Notice

Since we respect artist and content owner rights, it is Proof’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Proof’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

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

2. Identification of the copyrighted work that you claim has been infringed;

3. Identification of the material that is claimed to be infringing and where it is located on the Service;

4. Information reasonably sufficient to permit Proof to contact you, such as your address, telephone number, and, e-mail address;

5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Attn: Copyright Manager
Company: Proof Technologies, LLC
Address:
Proof Technologies, LLC
113 Ridgely Ave
Annapolis, MD 2140113

Tel.: +1 (650) 600-3985
Email: copyright@useproof.com

Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.

Please note that this procedure is exclusively for notifying Proof and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Proof’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, Proof has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Proof may also at its sole discretion limit access to the Service and/or terminate the User Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

9. Third-Party Links and Information

The Service may contain links to third-party materials that are not owned or controlled by Proof. Proof does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Service or share your User Content on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement and Proof’s Privacy Policy do not apply to your use of such sites. You expressly relieve Proof from any and all liability arising from your use of any third-party website, service, or content, including without limitation User Content submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Proof shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

10. Indemnity

You agree to defend, indemnify and hold harmless Proof and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Service, including any data or content transmitted or received by you; (b) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (d) your violation of any applicable law, rule or regulation; (e) User Content or any content that is submitted via your User Account including without limitation misleading, false, or inaccurate information; (f) your willful misconduct; or (g) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

11. No Warranty

the Service is provided on an “as is” and “as available” basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Proof or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, Proof, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Service.

Further, Proof does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and Proof will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this Agreement will not apply to the extent prohibited by applicable law.

12. Limitations and Liability

To the maximum extent permitted by applicable law, in no event shall Proof, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service. Under no circumstances will Proof be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your account or the information contained therein.

To the maximum extent permitted by applicable law, Proof assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, Trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) User Content or the defamatory, offensive, or illegal conduct of any third party. In no event shall Proof, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Proof hereunder or $100.00, whichever is greater.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Proof has been advised of the possibility of such damage.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law.

13. Special Terms for New Jersey

If you are a consumer residing in New Jersey, the following provisions of this Agreement do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (a) the disclaimer of liability for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind (for example, to the extent unenforceable under the New Jersey Punitive Damages Act, New Jersey Products Liability Act, New Jersey Uniform Commercial Code and New Jersey Consumer Fraud Act; (b) the limitation on liability for lost profits or loss or misuse of any data (for example, to the extent unenforceable under the New Jersey Identity Theft Protection Act and New Jersey Consumer Fraud Act); (c) application of the limitations of liability to the recovery of damages that arise under contract and tort, including negligence, strict liability or any other theory (for example, to the extent such damages are recoverable by a consumer under New Jersey law, including the New Jersey Products Liability Act; (d) the requirement that you indemnify Proof (for example, to the extent the scope of such indemnity is prohibited under New Jersey law); and (e) the Delaware governing law provision (for example, to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law).

14. Governing Law, Arbitration, and Class Action/JuryTrial Waiver

    14.1     Governing Law

You agree that: (i) the Service shall be deemed solely based in Delaware; and (ii) the Service shall be deemed a passive service that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. This Agreement shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Dover, Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Dover, Delaware is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

    14.2     Arbitration

Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Proof. For any dispute with Proof, you agree to first contact us at team@useproof.com and attempt to resolve the dispute with us informally. In the unlikely event that Proof has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Dover, Delaware, unless you and Proof agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Proof from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.

    14.3     Class Action/Jury Trial Waiver

With respect to all persons and entities, regardless of whether they have obtained or used the Service for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s Claims. You agree that, by entering into this Agreement, you and Proof are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

15. General

    15.1      Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Proof without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

    15.2     Notification Procedures and Changes to the Agreement

Proof may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Proof in our sole discretion. Proof reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Proof is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Proof may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Agreement. Your continued use of the Service after any such change constitutes your acceptance of the updated Agreement of the Service. If you do not agree to any of these terms or any future terms of the Agreement, do not use or access (or continue to access) the Service.

    15.3     No Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Proof’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

    15.4     Contact

Please contact us at team@useproof.com with any questions regarding this Agreement.

    15.5     Disclosures; California Residents

The provider of services is Proof, Inc. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer the Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

    15.6     Disclosures; California Residents

This Agreement, together with any amendments and any additional agreements you may enter into with Proof in connection with the Service, shall constitute the entire agreement between you and Proof concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.