TERMS OF SERVICE

Last updated on: February 07, 2022
Effective date: February 07, 2022

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING OUR WEBSITE LOCATED AT WWW.PRUVID.COM (“WEBSITE”) AND/OR THE PRUVE PRODUCTS AND SERVICES OFFERINGS (“PRUVE SERVICES” OR “SERVICES”) MADE AVAILABLE BY PRUVID (“PRUVE,” “WE” OR “US”) ON THE WEBSITE TO A SITE VISITOR, AN INDIVIDUAL OR A LEGAL ENTITY THAT CREATES AN ACCOUNT ON THE WEBSITE FOR THE USE OF THE PRUVE SERVICES

ARBITRATION NOTICE:

THESE TERMS OF USE CONTAIN A BINDING ARBITRATION PROVISION, AND A WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE WEBSITE OR PRUVE SERVICES, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT OUT OF ARBITRATION AS EXPLAINED IN THAT ARBITRATION CLAUSE. PLEASE READ THESE TERMS CAREFULLY.

1. ACCEPTANCE OF TERMS. BY ACCESSING, REGISTERING FOR AND/OR USING THE WEBSITE OR ANY PRUVE SERVICES IN ANY MANNER, YOU ARE AGREEING (ON BEHALF OF YOURSELF OR A LEGAL ENTITY AND ANY AUTHORIZED USERS YOU REPRESENT) TO BE BOUND BY (I) THESE TERMS OF USE; AND (II) THE PRIVACY POLICY LOCATED AT https://www.pruvid.com/privacy-policy/ (COLLECTIVELY, “TERMS”). IF YOU DO NOT AGREE TO THESE TERMS, OR TO ANY CHANGES WE MAY SUBSEQUENTLY MAKE TO THESE TERMS, YOU MUST IMMEDIATELY STOP ACCESSING AND USING THE WEBSITE AND THE PRUVE SERVICES.

If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, also refer to that organization or entity).

If you are a corporate customer that has entered into a master services agreement with us (“Corporate Terms”), then these Terms will apply to your use of the Website and the Pruve Services only to the extent such use is not already covered by the Corporate Terms.

2. CHANGES. We reserve the right to change the Terms of Use or the Privacy Policy or our operating rules at any time without advance notice, in our sole discretion. We will notify you of any changes to these Terms by posting the updated terms on the Website and we will revise the “last updated date” above. You agree to periodically review these Terms of Use and the Privacy Policy on the Website. Any changes will be effective immediately upon the posting of the revised Terms on the Website. You agree that we are not liable to you or any third party for any revisions made to the Terms. If you do not agree with the changes, you shall not use the Website and the Pruve Services after the effective date of the changes. The then-current version of the Terms will supercede all earlier versions. You agree that your continued use of the Website or the Pruve Services after such changes are effective will constitute your acceptance of the revised Terms.

3. OWNERSHIP AND LICENSE TO USE

3.1. Ownership. The Website and Pruve Services are protected by applicable intellectual property laws, including United States copyright and other laws and international treaties.  You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Website or the Pruve Services. Subject to the limited rights expressly granted hereunder, we and our third party providers, licensors, partners and suppliers retain all rights, title, and interest in and to the Website and the Pruve Services, and all related or underlying documentation, technology, code, know-how, logos, templates, anything delivered as part of support of other services, and any updates, modifications, or derivative works of any of the foregoing (all of which is deemed Pruve’s Confidential Information), including without limitation, all related worldwide intellectual property rights thereto.  No rights are granted to you hereunder other than as expressly set forth herein.

3.2. Limited License. Subject to these Terms, Pruve grants to you a limited, personal, non-exclusive, non-transferable and revocable right to access and use the Website and the Pruve Services for your internal business purposes only as expressly permitted in these Terms and any applicable subscription plan for implementing, configuring, and permitting authorized users to use the Pruve Services up to the applicable limits or maximum users (whether paid or free, collectively “Subscription Plan”). You agree not to use or permit use of the Website or Pruve Services for any illegal purpose or in any manner inconsistent with these Terms, or to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell and/or re-sell any content, software, products and/or services obtained from and/or through the Website or Pruve Services without our express prior written permission. Neither the Terms nor your access to and/or use of the Pruve Services transfers to you or any third party any rights, title or interest in or to any intellectual property rights related to the Website or the Pruve Services. Any breach by you or your authorized users of Section 3 may result in the immediate termination of your right to use the Website and the Pruve Services, in addition to any other liability you may have depending on the circumstances.

3.3. Restrictions on Use. By using the Website and/or the Pruve Services, you agree not to engage in, or permit anyone to engage in, any of the following activities:

3.3.1. use the Website or the Pruve Services for any unlawful purpose and/or to violate applicable laws, code of conduct and/or other guidelines which may be applicable to the Pruve Services or transmit any information that is illegal or violates applicable laws;
3.3.2. access or use the Website or the Pruve Services in a manner that violates any third party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights, or attempts to impersonate another person or entity;
3.3.3. rent, lease, copy, transfer, resell, sublicense, lease, publish, time-share, or otherwise commercialize any materials or content on the Website or the Pruve Services to any third party (except to the extent expressly permitted in the applicable Subscription Plan);
3.3.4. incorporate the Pruve Services (or any portion thereof) with, or use it with or to provide, any site, product, or service, other than on sites/applications owned-and-operated by you and as specifically permitted herein;
3.3.5. publicly disseminate information regarding the performance of the Pruve Services (which is deemed Pruve’s Confidential Information);
3.3.6. decompile, reverse engineer, disassemble, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Pruve Services;
3.3.7. modify or create a derivative work of the Pruve Services or any portion thereof;
3.3.8. frame and/or utilize framing techniques to enclose any trademark, logo, and/or other portion of the Pruve Services (including images, text, page layout, and/or form), or use any metatags and/or other “hidden text” using Pruve’s name and/or trademarks;
3.3.9. use any manual and/or automated software, devices and/or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” and/or download data from any pages contained in the Pruve Services;
3.3.10. remove, disable, circumvent or otherwise interfere with any security-related features or usage tracking of the Pruve Services;
3.3.11. use the Website or Pruve Services in breach of the Terms or otherwise distribute any portion of the Pruve Services except as permitted herein;
3.3.12. access the Pruve Services for the purpose of building a competitive product or service or copying its features or user interface;
3.3.13. run any form of auto-responder and/or “spam” on the Pruve Services, or use the Pruve Services to conduct or forward illegal contests, pyramid schemes, chain letters, unsolicited or unauthorized advertising, promotional materials, or unsolicited e-mail or multi-level marketing campaigns;
3.3.14. distribute computer viruses or otherwise disrupt, disable or otherwise interfere with the functionality or use of the Website or the Pruve Services or the servers and networks connected to the foregoing;
3.3.15. remove or obscure any proprietary or other notices contained on the Website or the Pruve Services, including in any reports or output obtained from the Pruve Services; or
3.3.16. store, transmit or otherwise process any information via the Pruve Services that falls within the definition of “Protected Health Information” under the HIPAA Privacy Rule (45 C.F.R. Section 164.051), unless you and Pruve separately enter into a HIPAA Business Associate Agreement.

3.4. ‍Software Use Restrictions. Software available for downloading through the Website or third party websites or applications (the “Software”) is the copyrighted work of Pruve and third party licensors or suppliers. Use of the Software is governed by these Terms. Unauthorized reproduction or distribution of the Software is expressly prohibited by law, and may result in civil and criminal penalties. Violators may be prosecuted.

3.5. Feedback. If you provide us with any suggestions, comments, improvements, ideas, recommendations or other feedback or related materials relating to the Pruve Services (collectively, “Feedback”), you hereby grant to Pruve a worldwide, perpetual, irrevocable, sublicensable, royalty-free right and license to use, copy, reproduce, perform, display, disclose, license, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner it deems appropriate, any Feedback without any obligation, payment, or restriction. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You represent and warrant that you have all rights necessary to submit the Feedback.

4. USE OF SERVICES AND ACCOUNT REGISTRATION.

4.1. Service Availability. We retain the right, in our sole discretion, to deny access to and/or use of the Pruve Services to anyone at any time and for any reason. You understand and agree that there may be interruptions to the Pruve Services and/or use of and/or access to your Account due to circumstances both within our control (e.g., routine maintenance) and outside of our control. You shall be responsible for data that you provide or use in the Services. You are solely responsible for determining the suitability of the Pruve Services for your business or organization and complying with any laws and regulations applicable to the data you provide and your use of the Pruve Services. The Pruve Services are offered only for your use, and not for the use and/or benefit of any third party.

4.2. Free Access Subscriptions. Pruve may provide you any of the Pruve Services for free or on a trial basis (a “Free Access Subscriptions”). This Section will apply to any Free Access Subscriptions and supersedes any contrary provision in these Terms. The version of the Pruve Services that is available for a Free Access Subscriptions may not include or allow access to all features or functions. Pruve may use good faith efforts in its discretion to assist you with Free Access Subscriptions. Nevertheless, and without limiting the other disclaimers and limitations in these Terms, YOU AGREE THAT ANY FREE ACCESS SUBSCRIPTION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SERVICE LEVELS, OR INDEMNITY OBLIGATIONS OF ANY KIND. ANY USE OF THE SERVICES ON FREE ACCESS SUBSCRIPTION BASIS IS AT YOUR SOLE RISK. Pruve may terminate your right to use any Free Access Subscriptions at any time for any reason or no reason in Pruve’s sole discretion, without liability.

4.3. Creating an Account. To sign up, access and/or use the Pruve Services, you must create an account (an “Account”). Your Account requires you to (i) indicate agreement to these Terms, (ii) provide contact information, and (iii) submit any other form of authentication required during the registration process, as determined by us in our sole discretion. You agree not to create an Account and/or use the Pruve Services if you have been previously removed by us and/or banned from using the Pruve Services. You agree that we will not be liable to you and/or to any third party for any suspension and/or termination of your Account and/or any refusal of any access to and/or use of the Pruve Services or any portion thereof. You must provide accurate, current, and complete Account information, and you agree to keep this information up-to-date so that Pruve may send notices, statements, and other information by email or through the Pruve Services. You shall not: (a) select and/or use as a username a name of another person with the intent to impersonate that person; (b) use as a username a name subject to any rights of a person other than you without appropriate authorization; and/or (c) use as a username a name that is otherwise offensive, vulgar and/or obscene. You are solely responsible for maintaining the security of your Account, and you are fully responsible for all activities that occur under your Account and any other actions taken in connection with your Account. You must ensure that any passwords, and other access credentials (such as API tokens) for the Pruve Services are kept strictly confidential and not shared with any unauthorized person. You must never publish, distribute and/or post login information for your Account.

4.4. Customer Responsibility. You will be responsible for any and all actions taken using your and your authorized users’ accounts, passwords or access credentials. You must notify Pruve immediately of any breach of security or unauthorized use of its Account. You may only use the Pruve Services if you are 18 years of age or older and competent to legally agree to these Terms. If you violate these Terms, we may terminate your Account immediately. You must notify us immediately of any change in your eligibility to use the Pruve Services, breach of security and/or unauthorized access to and/or use of your Account. We will not be liable for any acts and/or omissions by you, including without limitation, any damages of any kind incurred as a result of such acts and/or omissions. You may also allow your authorized users to use and access the Pruve Services on your behalf. An “authorized user” is an individual person (e.g., your employee, contractor or agent) who is registered and permitted by you to use the Pruve Services subject to these Terms and any restrictions in the applicable Subscription Plan. You must ensure that your authorized users comply with these Terms and you are responsible for all actions of your authorized users.

4.5. E-signature Services: You acknowledge and agree that: (i) as between Pruve and you, you have exclusive control and responsibility for the content, quality and format of all Customer Data, including any documents you use with the Services for electronic signature; and, (ii) certain types of documents, agreements, or contracts may be excepted from electronic signature laws (such as wills, court orders, or family law matters), or may be subject to specific regulations regarding electronic signatures and electronic records; and (iii) you are solely responsible for ensuring that the documents, agreements or contracts you use with the Services are appropriate for electronic signatures, and Pruve is not responsible or liable to determine whether any particular documents can be legally formed by electronic signatures or subject to any exceptions. You are solely responsible for ensuring you comply with all such laws/regulations, and if you are using an API or other service that allow you to perform any end user/participant/signer authentication, then you are solely responsible and liable for such authentication.

5. ‍CUSTOMER DATA

5.1. You shall be solely responsible for any and all data, content, images, documents and other information that you provide, upload or otherwise use in connection with the Pruve Services (“Customer Data”). As between the parties, you retain all rights, title, and interest in and to the Customer Data. You hereby grant to Pruve a non-exclusive, worldwide, royalty-free, assignable and transferrable right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Customer Data to the extent necessary to provide the Pruve Services or as otherwise permitted in these Terms. You expressly authorize Pruve to use and process Customer Data (including any Confidential Information contained therein) as described in these Terms, which provides for, but is not limited to, delivering and sharing of Customer Data as directed by your use of the Pruve Services with third parties that you invite to view, approve or sign such contents and information. These licenses and permissions extend to our affiliates and trusted third parties we work with. Notwithstanding anything to the contrary herein, you agree that Pruve has a perpetual, irrevocable right to generate aggregate or anonymous data, which data shall be owned by Pruve and which Pruve may use for any business purpose during or after the term of your agreement with Pruve (including without limitation to develop and improve Pruve’s products and services and to create and distribute reports and other materials).

5.2. We have no responsibility and/or liability for the deletion and/or accuracy of any Customer Data; the failure to store, transmit and/or receive transmission of Customer Data; and/or the security, privacy, storage and/or transmission of other communications originating with and/or involving use of the Pruve Services. We reserve the right to impose and vary limits and/or restrictions (temporary or otherwise) on the use of the Pruve Services, including, without limitation, limits on the storage provided by reference to storage space, time/age of files, number and/or size of files, amount of data downloaded and/or uploaded and/or any other criteria we may specify. Any content and/or materials which exceeds any such limit may be deleted and/or not accepted for such storage without liability to Pruve.

5.3. ‍You represent and warrant that any Customer Data you provide, upload, transmit or post in connection with your access to and/or use of the Pruve Services (i) is true, accurate and complete and you will maintain and update such information regularly; (ii) is not unlawful and complies with all applicable data protection laws, rules, and regulations; and (iii) does not violate any third party rights, including intellectual property, privacy and publicity rights. You assume all risks associated with Customer Data, including anyone’s reliance on its quality, accuracy, and/or reliability by you. We are not responsible for, and do not control such Customer Data. We disclaim any and all liability for your disclosure of personally identifiable or Confidential Information you submit via the Pruve Services to other users. It is your responsibility to ensure that Pruve Services users to whom you submit personally identifiable or Confidential Information will take appropriate security and non-disclosure measures. If Pruve receives any take down requests or infringement notices related to Customer Data, Pruve may respond in accordance with its policies, and will notify and consult with you on next steps.

5.4. You acknowledge and agree that we may or may not, at our sole discretion, screen, review, monitor or otherwise filter Customer Data uploaded on the Pruve Services, but that we have no obligation to do so. You further acknowledge and agree that we reserve the right (but do not assume the obligation) in our sole discretion to review, monitor, reject, move, edit, remove or take other appropriate action regarding any Customer Data that is contributed to the Pruve Services. Without limiting the foregoing, we shall have the right to remove any Customer Data that violates these Terms or is otherwise objectionable in our sole discretion. You acknowledge and agree that we do not verify, adopt, ratify, or sanction Customer Data, and you agree that you must evaluate and bear all risks associated with your use of Customer Data or your reliance on the accuracy, completeness, or usefulness of Customer Data.

5.5. You further acknowledge and agree that we utilize third party service providers to host and provide the Pruve Services and store Customer Data and the protection of such Customer Data will be in accordance with that third party’s safeguards for the protection of the security, confidentiality, and integrity of the Customer Data. You are responsible for taking appropriate steps to maintain security, protection and backup of any Customer Data. We are not responsible for any unauthorized access to, alteration of, and/or the deletion, destruction, damage, loss and/or failure to store any of, Customer Data and/or other information that you submit and/or use in connection with the Pruve Services (including without limitation as a result of your errors, acts or omissions).
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6. CONFIDENTIAL INFORMATION

6.1. Confidential Information. The term “Confidential Information” means (a) for Pruve, the Pruve Services and any documentation relating thereto; (b) for you, Customer Data; (c) any other information of a party that is disclosed in writing or orally and is designated as confidential or proprietary at the time of disclosure (and, in the case of oral disclosures, summarized in writing within thirty (30) days of the initial disclosure and delivered to the recipient), or that due to the nature of the information the recipient would clearly understand it to be confidential information of the disclosing party; and (d) the specific terms and conditions of these Terms, and any amendment and attachment thereof, between the parties.

6.2. Confidentiality Obligation. Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by these Terms; and (ii) only use the other party’s Confidential Information to fulfill its obligations and exercise its rights under these Terms. Each party may share the other party’s Confidential Information with its, and its affiliates’, employees, agents or contractors having a legitimate need to know (which, for Pruve, includes providing the Pruve Services and sharing with the subcontractors referenced herein) provided that the party remains responsible for any recipient’s compliance with the terms of this Section 6 and that these recipients are bound to confidentiality obligations no less protective than these Terms.

6.3. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.

6.4. Required Disclosure. If we are required by law to disclose Confidential Information, we will give prompt written notice to you before making the disclosure, unless prohibited from doing so by the legal or administrative process, and assist you to obtain where reasonably available an order protecting the Confidential Information from public disclosure.

6.5. Remedies. The parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so on breach of this Section 6, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.

7. PRIVACY. Your privacy matters to us. You can learn how your information is handled when you use our Services by reading our Privacy Policy.

8. PAYMENT TERMS

8.1. Subscription Plan. The prices, features, and options of the Pruve Services depend on the Subscription Plan selected by you. We do not guarantee that your particular Subscription Plan will be offered indefinitely and we reserve the right to change the prices, features, or options included in a particular Subscription Plan without notice, provided that such changes shall not take effect until your next applicable subscription term.

8.2. Recurring Charges. By signing up for a Subscription Plan, you authorize Pruve to charge you on a recurring basis (e.g., monthly, quarterly, or yearly depending on your Subscription Plan) without an invoice. You expressly authorize Pruve to charge your payment method (such as a credit card) for the applicable subscription charges, any usage or overage charges, and any and all applicable taxes. Such authorization is effective until the end of your subscription term and any applicable renewal term, or until you cancel all of your subscriptions. If you exceed your Subscription Plan’s usage limits, you will be automatically upgraded into the next highest Subscription Plan (if any) and you expressly acknowledge and agree that you will pay for the upgraded Subscription Plan. If your Subscription Plan is based on intermediary provider billing, your intermediary provider will automatically charge your App Store account monthly for the cost of the Subscription Plan and any applicable taxes. All upgrade fees and charges are non-refundable, even if you did not use the full usage allotment of the applicable Subscription Plan. If your credit card on file is closed or the Account information is changed, or if, for any reason, a charge is rejected, you shall immediately update your Account or supply a new payment method, as appropriate. If you are unable to update your credit card account with appropriate information, then we will send an invoice to you detailing the amount due. You must pay the amount due in full within seven (7) days after the date of the invoice.

8.3. Taxes. Pruve’s fees are exclusive of all taxes, and you must pay any applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Pruve. You will not deduct any applicable taxes from the payments to Pruve, except as required by law. If such deduction is required by law, you will increase the amount payable as necessary so that after making all required deductions and withholdings, Pruve receives and retains (free from any such liabilities) an amount equal to the amount it would have received had no such deductions or withholdings been made.

8.4. Auto-renewals and Trials. IF YOUR ACCOUNT IS SET TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD AND YOU HAVE PROVIDED A METHOD OF PAYMENT TO PRUVE FOR THE PRUVE SERVICES, PRUVE MAY CHARGE YOU AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS YOU NOTIFY PRUVE THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION.

8.5. Purchase Orders. You agree that you will pay all amounts owed, including recurring charges, without requiring any purchase orders or reference(s) to purchase order numbers. If a purchase order is required, then you will promptly notify Pruve at least thirty (30) days prior to such requirement and the parties will cooperate in good faith in implementing a billing process that includes references such purchase order numbers. You agree that any purchase orders are for administrative purposes only and that any non-administrative terms (including, but not limited to legal, security, privacy, or finance terms) contained in your purchase order(s) do not apply to your purchase or use of the Pruve Services.

8.6. No Refunds. Subscription fees (and any other fees associated with the services) are non-refundable, except as expressly provided in these Terms. Pruve subscriptions may be cancelled, and such cancellations take effect at the end of your then-current subscription term (for example, if you are on a paid monthly subscription the cancellation will take effect the following month, but if you are on a paid yearly subscription the cancellation will take effect the following year). If you don’t pay for your subscription(s) on time, we reserve the right to suspend your access or remove subscription features. In the event of the foregoing, we shall not be obligated to provide any and/or all of the Pruve Services until such fees are paid in full. Accounts that have been terminated may be reactivated if valid payment information is entered and the card can be successfully processed for all charges accrued on the Account since the failed credit card charge.

8.7. Late Fees and Collection Costs. Late payments may be subject to a service charge equal to the lesser of 1.5 % per month of the amount due or the maximum amount allowed by law. You agree to reimburse Pruve for any costs or expenses incurred by Pruve to collect amounts that remain unpaid after the due date. Amounts due to Pruve may not be withheld of offset by you against amounts due for any reason.

9. TERM AND TERMINATION

9.1. Term. These Terms are effective until all subscription terms for the Pruve Services have expired or are terminated as expressly permitted herein.

9.2. Subscription Term and Renewals. You agree to pay the applicable fees for the entire subscription term. You cannot cancel or terminate a subscription term except as expressly permitted by Section 9.4 (Termination for Cause). If no subscription start date is specified on the applicable order form, the subscription starts when you first obtain access to the applicable Pruve Services. Each subscription term will automatically renew for additional successive periods equal to the initial subscription (e.g. if you have an annual plan then the subscription will renewal for an additional 12 month term, if you have a monthly plan then the subscription will renewal for additional month terms) unless: (i) otherwise stated on the applicable order form; or (ii) either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current subscription term. Pricing for any subscription term renewal, new order form, or order form changes will be at Pruve’s then-applicable rates.

9.3. Suspension of Service. Pruve may suspend your access to the Pruve Services if: (i) your account is overdue; or (ii) you have exceeded your service allocations/service limits. Pruve may also suspend your access to the Pruve Services or remove Customer Data if it determines that: (a) You have breached any portion of these Terms, or (b) suspension is necessary to prevent harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the Pruve Services. Pruve will have no liability for taking action as permitted herein. For the avoidance of doubt, you will remain responsible for payment of fees during any suspension period under this Section. However, unless these Terms have been terminated, Pruve will cooperate with you to promptly restore access to the Pruve Services once we verify that you have resolved the condition requiring suspension.

9.4. Termination for Cause. Either party may terminate these Terms, including any related order form, if the other party: (i) fails to cure any material breach of these Terms (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days thereafter).

9.5. Effect of Termination. Upon any expiration or termination of these Terms or an order form: (i) your license rights terminate and you must promptly: (a) stop use of the applicable Pruve Services; (b) delete (or, at Pruve’s request, return) any and all copies of any Pruve code, documentation, passwords or access codes, and any other Pruve Confidential Information in your possession, custody, or control; and (ii) your right to access any Customer Data in the applicable Pruve Services will cease and Pruve may delete the Customer Data at any time after 30 days from the date of termination. If Pruve terminates these Terms for cause as provided in Section 9.4 (Termination for Cause), any payments for the remaining portion of the subscription term will become due and must be paid immediately by you. Except where these Terms specifies an exclusive remedy, all remedies under these Terms, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.

9.6. Survival. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, licenses of Customer Data, ownership provisions, warranty disclaimers, indemnity provisions and limitations of liability.

10. WARRANTIES AND DISCLAIMERS.

ALL PRUVE SERVICES AND WEBSITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PRUVE NOR ITS LICENSORS, PARTNERS OR SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PRUVE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT PRUVE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PRUVE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. PRUVE DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL. PRUVE WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER DATA, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PRUVE SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, OR THE USE AND DISCLOSURE OF CUSTOMER DATA AUTHORIZED BY THESE TERMS. THE DISCLAIMERS IN THIS SECTION 10 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS, HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

11. ‍INDEMNIFICATION.

11.1. You agree to defend, indemnify, and hold Pruve, our affiliates, officers, directors, employees, licensors, partners, suppliers, consultants, and agents harmless from any and all third party claims, liability, damages, and costs (including, but not limited to, attorneys’ fees) arising from or related to, as applicable: (a) your access to and use of the Pruve Services; (b) your violation of these Terms; (c) your Customer Data; (d) your infringement or violation of any intellectual property or other right of any person or entity; (e) fraud you commit and/or your intentional misconduct and/or negligence; (f) your interaction with any other user; (g) your use of the Pruve Services that is in violation of any applicable data protection/privacy law; (h) your authentication of end user(s), participant(s) or, signer(s), and/or (i) any products or services purchased or obtained by you.

11.2. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses. You agree not to settle any matter without the prior written consent of Pruve. Pruve will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
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12. LIMITATIONS OF LIABILITY.

12.1. Disclaimer of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PRUVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWEVER CAUSED, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF THESE DAMAGES.

12.2. Cap on Damages. IN NO EVENT WILL PRUVE’S AND ITS LICENSORS’, PARTNERS’ AND SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY YOU TO PRUVE FOR THE APPLICABLE PRUVE SERVICES OR RELATED SERVICES IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS, PRUVE’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50 US).

12.3. Exceptions. NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 12 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION 12. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THESE TERMS, THIS SECTION 12 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12.4. Failure of Essential Purpose. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 12 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, ANY PRUVE SERVICES OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

13. THIRD PARTY PRODUCTS. Pruve may provide, or third parties may provide, links to other third party websites, services, content or resources that are beyond our control (“third party products”). Pruve is not responsible for these third party products. Pruve makes no representations or warranties as to the quality, suitability, functionality, or legality of any third party products to which links may be provided, and you hereby waive any claim you might have against us with respect to such. You agree that Pruve is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third party products. We reserve the right to terminate any links to third party products at any time in our sole discretion. We disclaim all warranties, express and implied, as to the accuracy, validity, and legality and/or otherwise of any materials and/or information contained on such links.

14. GENERAL.

14.1. Governing Law and Venue. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Delaware, U.S.A., without reference to its choice of law rules to the contrary. The parties agree to submit to the exclusive jurisdiction of, and venue in the federal or state court of competent jurisdiction located in Wilmington, Delaware, U.S.A.

14.2. Language and Translations. Pruve may provide translations of these Terms or other terms or policies. Translations are provided for informational purposes and if there is an inconsistency or conflict between a translation and the English version, the English version will control.

14.3. Assignment. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign these Terms without the advance written consent of the other party, except that Pruve may assign these Terms without consent to an Affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign these Terms except as expressly authorized under this Section will be void.

14.4. Notices. Any notice or communication under these Terms must be in writing. You must send any notices under these Terms (including breach notices) to Pruve, in English, at the following address, 700 12th Street, NW suite 700, Washington, DC 20902. Pruve may send notices to the email addresses on your account or, at Pruve’s option, to your last-known postal address. Pruve may also provide operational notices regarding the Pruve Services or other business-related notices through conspicuous posting of the notice on the Website or the Pruve Services. Each party consents to receiving electronic notices. Pruve is not responsible for any automatic filtering you or your network provider may apply to emails.

14.5. Reference. You agree that we may reference you as our customer, and that we may reasonably use, on a royalty-free basis, your trademark and/or logo for such purpose.

14.6. Subcontractors. Pruve may use subcontractors and permit them to exercise the rights granted to Pruve in order to provide the Pruve Services and related services. These subcontractors may include, for example, Pruve’s hosted service and email providers. However, subject to all terms and conditions of these Terms, Pruve will remain responsible for: (i) compliance of its subcontractors with the terms of these Terms; and (ii) the overall performance of the Pruve Services if and as required under these Terms.

14.7. No legal Advice. You acknowledge and agree that the Services do not contain legal advice and PRUVID is not a law firm. It does not offer legal advice, legal opinions, recommendations, referrals, and/or counseling. Part of the Services that Pruve may provide could involve the construction of contracts, and/or other legal relations and although we attempt to ensure our information is accurate and useful, we recommend that you consult with an attorney of your choosing should you require legal assistance.

14.8. Independent Contractors. The parties to these Terms are independent contractors, and these Terms does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. Non-parties do not benefit from and cannot enforce these Terms. There are no third party beneficiaries to these Terms. You must not represent to anyone that you are an agent of Pruve or are otherwise authorized to bind or commit Pruve in any way without Pruve’s prior written authorization.

14.9. MANDATORY ARBITRATION; WAIVER OF CLASS ACTIONS.

14.9.1. Binding Arbitration. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under the Terms shall be finally settled in accordance with the Comprehensive Arbitration Rules (“Rules”) of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by a single neutral arbitrator appointed in accordance with such Rules. The arbitration shall take place in District of Columbia, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce the Terms shall be entitled to costs and attorneys’ fees.

14.9.2. Opt-Out. You can opt-out and decline this agreement to arbitrate by contacting Pruve within thirty (30) days from the date that you first became subject to this arbitration provision (i.e., the date you initially accepted the Terms). Your notice must include your name and address, your Account username and the email address you used to set up your Account, and an unequivocal statement that you want to opt out of this arbitration agreement. You must either mail your opt-out notice to this address: 700 12th Street, NW suite 700, Washington, DC 20902, or email the opt-out notice to info@pruvesystems.com.

14.9.3. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Pruve in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND PRUVE WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

14.9.4. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this Section is deemed invalid or unenforceable, neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court located in State of Delaware.

14.9.5. Survival. This Mandatory Arbitration, Waiver of Class Actions section shall survive any termination of your use of the Website and the Services.

14.10. Amendment. Except as explicitly permitted in these Terms, no modification or amendment of these Terms shall be effective unless it is in writing and signed by an authorized agent of the party against whom the modification or amendment is being asserted.

14.11. Conflict. In the event of an inconsistency or conflict, the order of precedence in descending order of control is as follows: (a) the Subscription Plan; (b) the Services-specific schedule(s) and any attachments or appendix(ices) to such schedule(s) (if any); and (c) these Terms.

14.12. Waiver. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms. Waivers must be made in writing and executed by an authorized representative of the waiving party. The waiver by either you or Pruve of any breach of any provision of these Terms does not waive any other breach. The failure of any party to these Terms to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.

14.13. Severability. If any provision of these Terms is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms may otherwise remain in effect.

14.14. Force Majeure. Except for payment obligations, neither party will be liable for any delay or failure to perform its obligation under these Terms if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.

14.15. Export Control. You acknowledge that the Pruve Services, the Website, and all related products, information, technology, and software are subject to export control laws and regulations of the United States (including, but not limited to, the US Export Administration Act, sanction regulations from the U.S. Department of Treasury Office of Foreign Assets Control), and of other jurisdictions. Customer is responsible for obtaining any required export or import authorizations for use of the Pruve Services. You represent and warrant that you, your affiliates, and your authorized users are not on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country. You must not access or use the Pruve Services in violation of any U.S. export embargo, prohibition or restriction.

14.16. No Third-Party Rights. Nothing in these Terms confers on any third party the right to enforce any provision of these Terms.

14.17. Entire Agreement. These Terms represents the parties’ complete and entire understanding relating to the subject matter of these Terms. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Pruve Services or any other subject matter covered by these Terms. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. Any terms provided by you (including as part of any purchase order or other business form used by you) are for administrative purposes only, and have no legal effect.


CONTACT

If you would like to request additional information regarding the Terms or for any questions regarding a commercial relationship with PRUVID, please contact us at info@pruvesystems.com.