PROOFLO TERMS OF SERVICE
INTRODUCTION
These Terms of Service constitutes the complete agreement between you and Prooflo Inc. ("PROOFLO," "WE" OR "US") and govern your access and use of our website/Site, the Prooflo mobile application and related services (collectively, “Services”). “YOU”, “YOUR” OR “USER” are terms that are used to refer to you, being the individual or the entity accessing the services and agreeing to be bound by these Terms of Service. In addition, the “Clients” or any other Person utilizing the Prooflo App or Website shall together be referred to as “Users” (hereinafter referred to as “You” or “Your”).
Prooflo provides the Services to you, subject to acceptance without modification of all the Terms of Service contained herein and all other operating rules, policies and procedures that may be published from time to time on this Website by Prooflo (collectively the 'Terms'). Before using the Prooflo app on your Android, Tablet, iPhone and or related website, email or text or Prooflo enabled device smart device, please read these Terms carefully.
Prooflo reserves the right to modify these Terms by posting a notice on the Website, or by sending you a notice via email, postal mail or phone. You shall be responsible for reviewing and becoming familiar with any such modifications which shall be effective immediately upon first posting or notification, and use of any of our service by you following such posting or notification constitutes your acceptance of the Terms as modified.
YOUR RIGHT TO USE THE SERVICES IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THESE TERMS OF SERVICE BY INDICATING YOUR ACCEPTANCE AND BY CLICKING ON THE APPROPRIATE START BUTTON, AND OR BY DOWNLOADING, INSTALLING, ACTIVATING, OR USING PROOFLO OR THE PROOFLO MOBILE APPLICATION SERVICES, YOU UNCONDITIONALLY AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE WITH ANY PROVISION OF THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE SERVICES IN ANY MANNER FOR ANY PURPOSE.
By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Website and/or downloading the Applications, you agree to these Terms and all other operating rules, policies and procedures that may be published from time to time on the Website by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.
Certain features of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.
These Terms apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.
Prooflo provides a platform for content makers like graphic designers, videographers, website developers to share their work-in-progress with clients allowing them to review online and speed up the creative process.
You represent and warrant that you are at least 18 years of age. If you are under the age of 18, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
To access and use certain portions or features of our Website or Services, you may be required to register a user account ("User Account"). You represent and warrant that: (a) all information that you provide as part of the registration process or in association with your User Account is true, accurate, current and complete; and (b) you will maintain and promptly update such information to keep it true, accurate, current and complete. If Prooflo has reasonable grounds to suspect that any information that you provided as part of the registration process or in association with your User Account is untrue, inaccurate, not current, incomplete, or that you are not authorized to register the User Account, Prooflo has the right to suspend or terminate your access to and use of the Website and Services (or any portion thereof). Prooflo's use of any personally identifying information you provide as part of the registration process is governed by the terms of Prooflo's Privacy Policy.
You may be required to select a username and password when registering for a User Account. This user name and password may be required to access certain portions and features of the Website and Services and may only be used by you. Your username and password may not be disclosed to or used by any other person. You are solely responsible for maintaining the confidentiality and security of your username and password, and for all activities that occur under your username and password. Prooflo will not be responsible or liable for any loss or damage arising from any use of the Website or Services that occurs using your username and password. You agree to notify Prooflo immediately of any unauthorized use of your username, password or User Account or any other breach of security, and to ensure that you log-off from your User Account at the end of each session.
Certain portions or features of the Website or Service may only be made available on paid subscription-basis ("Paid Services"). Prooflo reserves the right, to be exercised in its sole discretion, to convert any free portion or feature of the Website or Services that it may make available from time to time, into a Paid Service, or vice versa. In addition to the terms and conditions provided in these Terms, Paid Services will be governed by the following:
Prooflo may, from time to time, make certain Paid Services available on a free trial basis for a period of Fourteen (14) days ("Free Trial"). Except as explicitly provided otherwise by Prooflo in an authorized offer for a Free Trial, to be eligible for a Free Trial offered by Prooflo in respect of a particular Paid Service, you must satisfy the following criteria: (a) you must not already be subscribed to receive the Paid Service on a paid basis (b) you must not already be participating in a Free Trial for the Paid Service or have previously participated in a Free Trial for the Paid Service; and (c) you must register a valid User Account. Upon the earlier of the expiration of the Free Trial for a Paid Service or your election to subscribe to the Paid Service on a paid basis, the Free Trial will automatically terminate and you will no longer be eligible to participate in any future Free Trials for the Paid Service. Prooflo reserves the right to modify the terms of any Free Trial and the eligibility criteria required for participation in any Free Trial, at any time at is sole discretion.
In order to subscribe for a Paid Service (other than as part of a Free Trial), you must register a valid User Account and provide current, valid and supported billing and payment information ("Payment Information") to Prooflo. A Paid Service will not be activated until your Payment Information is validated and Prooflo receives payment for the Paid Service. In addition, you agree to maintain current, valid and supported Payment Information with Prooflo.
Payment of all fees is handled for Prooflo by a third party service provider Stripes and your credit card statement may include their respective identifier. You authorize Prooflo to charge all fees as described in these Terms for the Subscription plan you select through that payment method.
Prooflo will endeavor to provide you with at least 30 days’ notice of any change to supported payment methods that will require a change to your Payment Information in order to continue receiving a Paid Service.
By registering for a Paid Service (other than as part of a Free Trial), you represent that you are authorized to use the Payment Information that you have provided to Prooflo, and you authorize Prooflo to charge the subscription fees ("Subscription Fee") and all Applicable Taxes (defined below) associated with the Paid Service using your Payment Information. Subscription Fees and Applicable Taxes are due, and will be charged using your Payment Information, in advance, at the time of purchase and on a recurring basis near the beginning of each payment period ("Payment Period") as selected or required with the Paid Service. Unless specifically specified otherwise, all subscriptions for Paid Services will automatically renew for successive Payment Periods upon the expiration of each Payment Period unless cancelled by you or terminated/discontinued by Prooflo in accordance with these Terms.
Subscription Fees are exclusive of, and you shall be responsible for, all taxes, tariffs, duties and other charges or assessments imposed or levied by any government or governmental agency in connection with the Paid Services ("Applicable Taxes"), including, without limitation, any federal, provincial, state and local sales, use, goods and services, value-added and personal property taxes on any payments due to Prooflo in connection with the Paid Services, except for tax based solely on the net income of Prooflo. If Prooflo is required to pay any Applicable Taxes in connection with any Paid Services that you have subscribed to, you authorize Prooflo to charge those Applicable Taxes using your Payment Information.
Prooflo reserves the right to modify the Services, Paid Services and Subscription Fees from time to time at its sole discretion. Prooflo will provide you with notice ("Change Notice") of any material modifications to a Paid Service or associated Subscription Fee for which you have subscribed by sending an email to the email address that you have registered under your User Account. If you do not cancel your Paid Services within 30 days from the date of the Change Notice, you will be deemed to have irrevocably accepted the modifications to the Paid Services and Subscription Fees identified in the Change Notice.
Your subscription and obligation to pay for a subscribed Paid Service will continue indefinitely until cancelled by you or terminated/discontinued by Prooflo. For some Paid Services, you may be entitled to upgrade or downgrade the Paid Service to the extent and on the terms permitted by Prooflo from time to time. By upgrading or downgrading a Paid Service, you authorize Prooflo to charge any associated changes to the Subscription Fee in accordance with the payment terms for Subscription Fees and Applicable Taxes described above.
The cancellation, upgrade or downgrade of a Paid Service may be requested by contacting us; however, you acknowledge that such cancellation, upgrade or downgrade may not be effective for up to 5 business days after receipt of such request by Prooflo. Accordingly, in order to avoid being charged the then-current Subscription Fee for a Paid Service for the next Payment Period, you must cancel, upgrade or downgrade the Paid Service at least 5 business days prior to the start of the next Payment Period. UPON CANCELLATION, UPGRADE OR DOWNGRADE OF A PAID SERVICE BY YOU, OR UPON TERMINATION/DISCONTINUANCE OF A PAID SERVICE BY PROOFLO, YOU WILL NOT BE REFUNDED OR PROVIDED CREDIT FOR SUBSCRIPTION FEES OR APPLICABLE TAXES FOR ANY REMAINING PORTION OF THE CURRENT PAYMENT PERIOD OR FOR ANY CHANGE TO THE SUBSCRIPTION FEE OR APPLICABLE TAXES RESULTING FROM AN UPGRADE OR DOWNGRADE OF THE PAID SERVICE.
You acknowledge and agree that Prooflo that upon cancellation of a Paid Service, Prooflo is entitled to immediately deactivate or delete your User Account and any User Content associated with the Paid Service.
If Prooflo does not receive payment of the Subscription Fee and Applicable Taxes for a Paid Service when due, Prooflo reserves the right to terminate or suspend your subscription to the Paid Service at its sole discretion.
All content displayed or otherwise accessible through the Website or Services, including, without limitation, information, news, editorials, communications, text, charts, graphs, data, photographs, images, graphics, music, videos, sounds, user interfaces, features, applications, computer software and code (collectively, the "Site Content") are protected under Canadian, U.S. and foreign copyright and other laws, and are owned by Prooflo, its licensors or the party accredited as the provider of the Site Content. You shall abide by all copyright notices, information and restrictions provided on or through the Website or Services respecting the Site Content. You may access the Site Content for your personal use solely as intended through the functionality provided by the Website or Services. You may not copy, reproduce, sell, license, lease, transfer, assign, modify, adapt, translate, arrange, publish, display, host, distribute, reverse engineer, decompile, disassemble, prepare derivative works based on, re-post, make available to any person, or otherwise use, either directly or indirectly, any of the Site Content, in whole or in part, in any form or by any means whatsoever, without the prior written consent of Prooflo or the provider of the Site Content.
The Website or Services may provide features that allow you and other users to post or submit content, including but not limited to messages, materials, data, text, music, sound, photos, videos, graphics, applications, code and other information or content (collectively, “User Content”), to Prooflo for the purpose of providing the Services. You acknowledge and agree that you are solely responsible for all User Content you submit, provide or upload and the consequences for submitting, providing or uploading it.
Prooflo will use User Content you upload solely in connection with providing the Services to you, and for no other reason. You agree that by uploading, or otherwise providing any User Content on or through the Website and/or the Services, you grant to Prooflo a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, process, display, all or any portion of such User Content, solely in connection with providing the Services to you. This license includes the right to host, index, cache or otherwise format your User Content in order to provide the Services.
You represent and warrant that you own your User Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to Prooflo or Prooflo’s use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity.
You agree that Prooflo is not responsible for any violations of any third party intellectual property rights in any User Content that you submit to Prooflo. You agree to pay all royalties, fees and any other monies owing to any person by reason of the User Content uploaded, displayed or otherwise provided by you to the Website or Services.
Prooflo may, but has no obligation to, monitor User Content on the Website or Services. You consent to such monitoring. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Prooflo or its customers, or operate the Website or Services properly, or improve the Website or Services. Prooflo, in its sole discretion, may refuse to post, remove, or require you to remove, any User Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of these Terms, including, but not limited to the Privacy Policy.
Services operated by third parties ("Third Party Services") may be made available to you on, through, or in connection with the Website or Services. Third Party Services may include messaging services, mobile services, features, content, applications, software, data feeds, or other services offered to you by third parties from time to time. Third Party Services may be made available to you through website links, embedded applications, and embedded content, applications installed on your computer or mobile device, cookies, and other technological mechanisms. Third Party Services may access your Prooflo user account information, profile information, activity information, content and other information related to your use of the Website or Services, and share your information with third party websites and services, as authorized by you. Similarly, Third Party Services may disclose to or through the Website or Services user account information, profile information, activity information, content and other information related to your use of the Third Party Services.
Prooflo does not endorse any Third Party Services and is not responsible or liable for your use of Third Party Services or any losses or damages arising from your dealing with any Third Party Services. Your use of Third Party Services is solely at your own risk and in accordance with any agreements that you have with the third party providers of the Third Party Services. Prooflo does not make any representations or warranties, and disclaims all representations, warranties and conditions, whether expressed or implied, respecting any Third Party Services, including, without limitation: (a) the legality, accuracy, completeness, reliability, suitability, availability, security or timeliness of any Third Party Services, or the ability of any Third Party Services to meet your requirements or provide specific results; (b) the performance, merchantability, quality, fitness for a particular purpose, quiet enjoyment, non-infringement, or title of any information, material, content, software, goods or services on or made available through any Third Party Services; (c) the operation of any Third Party Services or that such services will be uninterrupted or error free, that defects or errors in such services will be corrected or that such services will be free from viruses or other harmful components; or (d) the collection, use, storage, disclosure or security of any information or content that you provide to such Third Party Services.
This section does not apply to User Content; however you agree that any ideas, suggestions, concepts, processes or techniques which you provide to Prooflo related to the Services, the Website or Prooflo or its business (“Feedback”) are and shall be Prooflo’s exclusive property without any compensation or other consideration payable to you by Prooflo, and you do so of your own free will and volition. Prooflo may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative Prooflo may decide into the Website, its software, the Services, documentation, business or other products, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to Prooflo in any Feedback and, as applicable, waive any moral rights.
In your use of the Website and Services, you agree to act responsibly in a manner demonstrating the exercise of good judgment. You agree not to post or submit User Content or use the Website or Services to send communications to others that: (a) are unlawful, threatening, abusive, libelous, defamatory, slanderous, obscene, vulgar, pornographic, profane or indecent, including, without limitation, User Content or communications constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, provincial, national or international law; (b) violate or infringe upon the rights of any person, including, without limitation, privacy or publicity rights, intellectual property rights (including, without limitation, copyright, patent, trade secret, and trade-mark rights), or other rights, without first obtaining permission from the rights holder; (c) promote racism, bigotry, hatred or physical harm of any kind against any group or individual, could be harmful to minors, harasses or advocates harassment of another person, provides material that exploits people under the age of majority in a sexual or violent manner, or provides instructional information about illegal activities; (d) solicits passwords, financial information or personal identifying information for commercial or unlawful purposes; (e) contains or creates viruses or other harmful components; (f) constitutes junk mail, chain letters, unsolicited mass mailing or spam; (g) contains advertising or which engages in commercial activities and/or sales, or which involve contests, sweepstakes, barter, advertising, and/or pyramid schemes; or (h) assist any person in doing any of the foregoing.
In addition, you agree not to: (a) use the Website, Site Content or Services for any illegal or unauthorized purpose; (b) attempt to gain unauthorized access to any portion of the Website, Site Content or Services; (c) sell, resell, rent, lease or sublicense any aspect of the Website , Site Content, or Services; (d) interfere with or damage the Website, Site Content or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology; (e) reproduce or circumvent the navigational structure or presentation of the Website, Site Content or Services; (f) collect or store any information about any other user of the Website or Services other than in the course of the permitted use of the Website , Site Content or Services; (g) misrepresent or falsely state your true identity, including, without limitation, impersonating another person or entity; (h) remove any copyright, trade-mark or other proprietary right notices on or associated with the Website, Site Content or Services; (i) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Sites, Site Content or Services; (j) use the Sites or Services to send communications to persons with whom you do not have an existing relationship or who are unlikely to recognize you as the source of the communication; (k) use the Sites or Services to send communications to distribution lists, newsgroups or other group aliases; (l) use the Sites or Services to harass, stalk, or send unsolicited or unwanted communications to another person, including, without limitation, junk mail, chain letters, unsolicited mass mailing or spam; or (m) assist any person in doing any of the foregoing.
You also agree to comply with all usage limits respecting the Sites, Site Content and Services as specified by Prooflo from time to time in its sole discretion, including, without limitation, limits on storage space, bandwidth usage, number of connections/collaborators/messages, number of simultaneous logins or instances of the Sites or Services, number/frequency of calls to the Sites or Services or application programming interfaces made available on or through the Sites or Services.
You are solely responsible for your interactions with other users of the Sites or Services, including, without limitation, the User Content you post on or through the Sites or Services and through your communications to other users. Prooflo will not be responsible for any damage or harm resulting from your interactions with other users.
You understand that Prooflo does not in any way screen users, nor does Prooflo inquire into the backgrounds or identities of its users or attempt to verify their statements. Prooflo reserves the right, but has no obligation, to monitor all interactions between you and other users and to take any action in good faith to restrict access to or the availability of any User Content that Prooflo may consider to be illegal or in violation of these Terms.
Communications sent through the Sites or Services between you and other users that are not readily accessible to the general public may be reviewed by Prooflo for compliance with these Terms, but will be treated as private to the extent required by applicable law. You are solely responsible for, and agree to take reasonable precautions in, all interactions with other users. If you feel threatened by another user or believe someone else is in danger, you should contact your local law enforcement agency immediately.
Prooflo collects uses and discloses personal information about you, as outlined in detail within our privacy policy. Please see Prooflo’s full privacy policy at……………., which is incorporated by this reference.
Prooflo reserves the right at any time to modify or discontinue, temporarily or permanently, any portion of the Site, Site Content or Services without prior notice. You agree that Prooflo will not be liable to you or to any third party for any modification or discontinuance of the Sites, Site Content or Services.
Prooflo may at any time, without notice, in its sole discretion and without cause, terminate your right to access or use the Website, Site Content and Services (or any portion thereof). Prooflo may also terminate your right to access and use the Website, Site Content and Services (or any portion thereof) if you breach any of these Terms. You agree that any termination of your access to the Website, Site Content or Services may be effected without prior notice, and acknowledge and agree that Prooflo may immediately deactivate or delete your User Accounts and any User Content and/or bar any further access to such User Accounts and User Content and the Sites, Site Content and Services. Further, you agree that Prooflo will not be liable to you or any third party for any costs or damages of any kind for or resulting from any termination of your access to the Sites, Site Content or Services or any deactivation or deletion of your User Accounts or User Content.
Access to the Website, Site Content and Services requires Internet connectivity. You are solely responsible for all communication fees and charges that you incur in relation to your access of the Website and Services, including without limitation, fees and charges respecting cellular, data, Wi-Fi, Internet, and network access or usage.
Prooflo shall use commercially reasonable endeavors to make access to your account and our services available 24 hours a day, seven days a week, unless there is planned maintenance or unscheduled urgent maintenance. In such circumstances Prooflo shall give you advance notice of maintenance by way of a notice posted on this Website. We do not warrant or guarantee that your use of Prooflo will be uninterrupted, error-free or complete; nor that our services will meet your requirements.
THE WEBSITE, SITE CONTENT AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BY ACCESSING OR USING THE WEBSITE OR SERVICES YOU ACKNOWLEDGE AND AGREE THAT USE OF THE WEBSITE, SITE CONTENT AND SERVICES IS ENTIRELY AT YOUR OWN RISK. PROOFLO MAKES NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION: (A) THAT THE WEBSITE, SITE CONTENT OR SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, SUITABLE, AVAILABLE, SECURE, TIMELY, MEET YOUR REQUIREMENTS, OR PROVIDE SPECIFIC RESULTS; (B) REPRESENTATIONS, WARRANTIES AND CONDITIONS OF PERFORMANCE, MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, TITLE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW, EQUITY, OR FROM A COURSE OF DEALING OR USE OF TRADE; (C) THAT THE OPERATION OF THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR FREE; (D) THAT DEFECTS OR ERRORS IN THE WEBSITE, SITE CONTENT OR SERVICES WILL BE CORRECTED; (E) THAT THE WEBSITE, SITE CONTENT OR SERVICES WILL BE FREE FROM VIRUSES OR HARMFUL COMPONENTS; OR (F) THAT COMMUNICATIONS TO, FROM ,THROUGH OR IN CONNECTION WITH THE WEBSITE OR SERVICES WILL BE SECURE OR NOT INTERCEPTED.
THE WEBSITE AND SERVICES ARE OFFERED AND CONTROLLED BY PROOFLO FROM ITS FACILITIES IN CANADA. PROOFLO MAKES NO REPRESENTATIONS THAT THE WEBSITE OR SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE WEBSITE OR SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL PROOFLO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "PROOFLO RELATED PARTIES") BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGES IN THE NATURE OF OR RELATING TO LOST BUSINESS, LOST SAVINGS, LOST DATA, LOST USE, LOST OPPORTUNITIES, LOST PROFITS, LOSS OF GOODWILL, DAMAGE TO PROPERTY, THIRD PARTY CLAIMS, OR ANY OTHER ECONOMIC LOSS, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THE FOREGOING LIMITATION SHALL APPLY EVEN IF A PROOFLO RELATED PARTY KNEW OF OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL THE PROOFLO RELATED PARTIES' AGGREGATE AND COLLECTIVE LIABILITY RESPECTING ANY MATTER ARISING FROM, RELATING TO OR CONNECTED WITH THE WEBSITE, SITE CONTENT, SERVICES OR THESE TERMS, WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE LESSER OF (A) THE TOTAL AMOUNTS THAT YOU HAVE PAID TO PROOFLO, IF ANY, AND (B) FIFTY CANADIAN DOLLARS (CDN$50); EVEN IF A PROOFLO RELATED PARTY HAD BEEN ADVISED OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL ANY PROOFLO RELATED PARTY BE LIABLE FOR ANY LOSS, DAMAGE OR ARISING FROM THE FAILURE OF A PROOFLO RELATED PARTY OR YOUR FAILURE TO PROTECT YOUR USERNAME OR PASSWORD.
THE PROOFLO RELATED PARTIES EXPRESSLY DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS OR CONDUCT OF ANY THIRD PARTY USER, SERVICE PROVIDER, ADVERTISER OR SPONSOR OF THE WEBSITE, SITE CONTENT OR SERVICES (COLLECTIVELY, "THIRD PARTY USERS"). UNDER NO CIRCUMSTANCES SHALL ANY PROOFLO RELATED PARTY BE LIABLE FOR ANY INJURY, LOSS, DAMAGE (INCLUDING SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY AND PUNITIVE DAMAGES) OR EXPENSE ARISING IN ANY MANNER WHATSOEVER FROM (A) THE ACTS, OMISSIONS OR CONDUCT OF ANY THIRD PARTY USER, OR (B) ANY USE OR INABILITY TO USE ANY INFORMATION, MATERIALS, SOFTWARE, CONTENT, GOODS OR SERVICES LOCATED ON OR MADE AVAILABLE THROUGH ANY WEBSITE OR SERVICE LINKED TO OR FROM THE WEBSITE, SITE CONTENT OR SERVICES. IF YOU DECIDE TO ACCESS OR USE ANY WEBSITE OR SERVICE LINKED TO OR FROM THE WEBSITE, SITE CONTENT OR SERVICES (OR ANY INFORMATION, MATERIALS, SOFTWARE, CONTENT, GOODS OR SERVICES ON OR MADE AVAILABLE THEREFROM), YOU DO SO ENTIRELY AT YOUR OWN RISK.
YOU HEREBY RELEASE EACH PROOFLO RELATED PARTY FROM ANY DAMAGES THAT YOU INCUR, AND AGREE NOT TO ASSERT ANY CLAIMS AGAINST ANY PROOFLO RELATED PARTY, ARISING FROM YOUR PURCHASE OR USE OF ANY THIRD PARTY GOODS, SERVICES, SOFTWARE, MATERIALS, INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE WEBSITE, SITE CONTENT OR SERVICES OR LINKED TO OR FROM THE WEBSITE, SITE CONTENT OR SERVICES.
TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, PROOFLO’S LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION SHALL BE LIMITED TO THE FURTHEST EXTENT PERMITTED BY LAW.
You agree to indemnify, defend and hold harmless the Prooflo Related Parties from and against any and all loss, liability (including, without limitation, settlements and judgments) and expense (including, without limitation, actual attorneys' fees and expenses and court costs) arising out of: (a) any third party claim against any Prooflo Related Party alleging that User Content or communications posted or submitted to or through the Website or Services by you infringes the third party's intellectual property rights, privacy rights, publicity rights or other rights; (b) any breach by you of any provision of these Terms and/or any representation or warranty set out herein; or (c) any cost or expense incurred by any Prooflo Related Party in the enforcement of this provision. Prooflo will have the right, in its sole and unfettered discretion, to control the defense and settlement of any action or proceeding against any Prooflo Related Party that you are bound to defend pursuant to the foregoing.
Under no circumstances shall Prooflo be held liable for any delay or failure or disruption of the content or services delivered through the Website or Services resulting directly or indirectly from acts of nature, forces or causes beyond Prooflo’s reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
If there is any dispute between you and Prooflo about or involving these Terms, the Website or the Services, you hereby agree that the dispute shall be governed by and construed in accordance with the laws of the Province of New Brunswick, Canada, without regard to its conflict of law provisions. This choice of jurisdiction does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
Prooflo is controlled and operated in Canada. Prooflo makes no representation that the Website or it Services are appropriate or available for use in all locations worldwide. You are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
These Terms constitute the entire agreement between you and Prooflo with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.
The failure of Prooflo to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You may not assign any of your rights under these Terms, and any such attempt will be void. Prooflo may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
We may revise these Terms from time to time, and will always post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account and posting on our blog or on this page). By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms.
PROOFLO PRIVACY POLICY
INTRODUCTION
Prooflo.com is owned and operated by Prooflo Inc. (collectively referred to as “Prooflo” or “Website” or “App” or "We" or "Us" or "Our"). The Website and App provides a platform which enables video artists, designers, programmers and basically anyone with collaborative interests to exchange their content and review their work with clients via online web service. Our Website and/or App are committed to protecting your privacy. The “Clients” or any other person utilizing the Prooflo App or Website shall together be referred to as “Users” (hereinafter referred to as “You” or “Your”).
We have developed this Privacy Policy to explain how we collect and use information that you provide via our Website and/or App or when you register for our services. The policy is intended to be read in conjunction with our Terms of Service. Please review this Privacy Policy before you give us any personal information.
BY INDICATING YOUR ACCEPTANCE AND BY CLICKING ON THE APPROPRIATE START BUTTON, AND OR BY DOWNLOADING, INSTALLING, ACTIVATING, OR USING Prooflo.com OR Prooflo MOBILE APPLICATION AND OR SERVICES, YOU CONSENT TO THE COLLECTION AND USE OF YOUR PERSONAL INFORMATION AS DESCRIBED IN THIS POLICY.
We collect information about you in a range of forms, including personal information. As used in this Privacy Policy, “personal information” is defined to include any information which, either alone or in combination with other information we process about you, identifies you as an individual, including, for example, your name, postal address, email address and telephone number.
We will only process your personal information in accordance with applicable data protection and privacy laws. We need certain personal information in order to provide you with access to our Website and Service. If you are registering with us, you will be asked to tick to agree to provide this information in order to access our Website/ Service, subscribe to our products, or view our content. This consent provides us with the legal basis we require under applicable law to process your information. You maintain the right to withdraw such consent at any time. If you do not agree to our use of your personal information in line with this Policy, please do not use our Website or our Service
We collect information about you in the following ways:
This includes:
Whenever you visit or interact with our Website or our Service, we, as well as any of our Service providers may use cookies, web beacons, local shared objects (Flash Cookies), or other technologies to automatically or passively collect information about your online activity and Website use information. For information about our use of cookies and other similar technologies through the Website, you can read our Cookie section below.
Please note that we automatically collect the following information about you:
Our Website/Service include interfaces that allow you to connect with social networking sites (each a “SNS”). If you connect to a SNS through our Website or Service, you authorize us to access, use and store the information that you agreed the SNS could provide to us based on your settings on that SNS. We will access, use and store that information in accordance with this Policy. You can revoke our access to the information you provide in this way at any time by amending the appropriate settings from within your account settings on the applicable SNS.
We may acquire information from other trusted sources to update or supplement the information that you provide or that we collect automatically. We may use this information to help us maintain the accuracy of the information we collect, to target our communications so that we can inform you of products, services or other offers that may be of interest to you, and for internal business analysis or other business purposes.
We may combine the information we receive from and about you, including information you provide to us and information we automatically collect through our online services, as well as information collected offline, across other computers or devices that you may use, and from third party sources.
We, or third-party service providers acting on our behalf, may use cookies or web beacons on our Website. A cookie is a small text file that may be stored on the hard drive of your computer when you access the Website. A web beacon is an electronic image used to recognize a cookie on your computer when you view a web page. We may use cookies and web beacons to collect non-personal data from you, including your IP address, browser type, the time and length of your visit, the pages of the Website you visit and other clickstream data. This information may be used in order to:
We do not collect any personal data through our use of cookies and web beacons, and we do not combine the non-personal data we collect through them with any of your personal information. You may decline cookies, but by doing so, you may not be able to use certain features on our Website. You also may be able to make some web beacons unusable by rejecting cookies. Check the “Help” menu of your browser to learn how to change your cookie preferences.
You can typically remove or reject cookies via your browser settings. In order to do this, follow the instructions provided by your browser (usually located within the “settings,” “help” “tools” or “edit” facility). Many browsers are set to accept cookies until you change your settings.
If you do not accept our cookies, you may experience some inconvenience in your use of our Website. For example, we may not be able to recognize your computer or mobile device and you may need to log in every time you visit our Website.
We may use personal information we collect from and about you for a variety of business purposes, including to:
We also use anonymous or aggregated information to allow us to audit site usage, create marketing profiles, manage our relationship with advertisers, and to provide support services to us. This processing may involve profiling – for example to create audiences based on demographic or location-based information for marketing and customization.
We will have a lawful basis for processing your data if:
We do not share your personal information except in the limited circumstances described here. We may share your personal data with:
This Privacy Policy only addresses the collection, processing and use (including disclosure) of information by us. Our Website/Services may contain various links to third-party websites. These sites may provide additional information, goods, services and/or promotions. These sites are owned and operated independently of Prooflo, and have their own separate privacy and data collection practices. Any information you provide to these Sites will be governed under the terms of their privacy policy, if any. Prooflo has no responsibility or liability whatsoever for the independent actions or policies of these independent sites, and is not responsible for the content or privacy practices of such sites.
You are responsible for any content, including personal information, that you contribute to be posted, published or displayed on the Website/Services, or transmit to other users of the Services (collectively, "User Contributions"). Your User Contributions are posted on and transmitted to other users of the Website/Services at your own risk. Although we limit access to certain content, please be aware that no security measures are perfect or impenetrable. Additionally, we cannot control the actions of other users of the Website/ Services with whom you may choose to share your User Contributions; therefore, we cannot guarantee who will view your User Contributions. We are not responsible for circumvention by third parties of any privacy settings or security measures contained on the Services. You understand and acknowledge that, even after removal, copies of your User Contributions may remain viewable in cached and archived pages, or may have been copied or stored by other Services users. Proper access and use of information provided on the Services, including User Contributions is governed by this Privacy Policy and our Terms of Service and known or suspected violations should be reported to us directly.
Uploading User Contributions to our Website/Services does not grant us ownership of the Contributions and all rights are retained by the original owner. We will not sell or monetize the Contributions you provide, nor pass them on to third parties.
We may provide paid products and/or services within the Service. In that case, we use third-party services for payment processing (e.g. payment processors). We will not store or collect your payment card details. That information is provided directly to our third-party payment processors whose use of your personal information is governed by their Privacy Policy. These payment processors adhere to the standards set by PCI-DSS as managed by the PCI Security Standards Council, which is a joint effort of brands like Visa, MasterCard, American Express and Discover. PCI-DSS requirements help ensure the secure handling of payment information.
Your information, including personal data that we collect from you, may be transferred to, stored at and processed by us outside the country in which you reside, where data protection and privacy regulations may not offer the same level of protection as in other parts of the world. By accepting this Policy, you agree to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this Policy.
We have implemented technical measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration and disclosure. All information you provide to us is stored on secure servers behind firewalls.
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information in public areas of the Services. The information you share in public areas may be viewed by any user of the Services.
Note that payment information goes straight to our payment provider without touching our servers. We therefore do not store or process your financial information on any part of our site.
In the case of a data breach, we will notify relevant parties and authorities as soon as we become aware of it.
We will retain your personal information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. We will also keep your personal information for as long as your account is active or as needed to provide you services and to maintain a record of your transactions for financial reporting purposes. We retain archived copies of your information as required by law or for legitimate business purposes.
Our Website and Service is not directed to children less than 18 years of age. If a parent or guardian becomes aware that his or her child has provided us with information without their consent, he or she should contact us. We will delete such information from our files as soon as reasonably practicable.
Your key rights under data protection laws are:
If you wish to exercise any of these rights, please contact us. In your request, please make clear: (i) what personal information is concerned; and (ii) which of the above rights you would like to enforce. For your protection, we may only implement requests with respect to the personal data associated with the particular email address that you use to send us your request, and we may need to verify your identity before implementing your request. We will try to comply with your request as soon as reasonably practicable and in any event, within one month of your request. Please note that we may need to retain certain information for recordkeeping purposes and/or to complete any transactions that you began prior to requesting such change or deletion.
The following provision applies if the General Data Protection Regulation (GDPR) applies to the particular transaction and if you are a data subject, as defined by the GDPR, within the European Economic Area. Prooflo is based in Canada and any personal information collected from its Website/Services will be transferred and processed within Canada. If you do not agree to this, do not provide us with personal information.
To the extent that Prooflo is subject to the laws of the European Union when processing personal information, Prooflo Inc. shall be the “data controller” under such laws.
We process Personal Information for the purposes set out in this Privacy Policy, as described above. We may process your Personal Information because:
If you are a resident of the European Economic Area (EEA), you have certain data protection rights. Prooflo aims to take reasonable steps to allow you to correct, amend, delete, or limit the use of your Personal Information.
If you wish to be informed what Personal Information we hold about you and if you want it to be removed from our systems, please contact us.
In certain circumstances, your data protection rights are as set out under Section 15 of this Privacy Policy.
Your rights as a data subject may be subject to certain limitations and restrictions. You may exercise your rights as a data subject by contacting us in writing at support@prooflo.com. When you make a request, we may require certain documentation in order to be able to verify your identity before we are able process your request. Your cooperation is necessary to exercise your rights under the GDPR.
We do not knowingly or intentionally collect what is commonly referred to as ‘sensitive personal information’, as defined by the GDPR. Please do not submit sensitive personal information about you to us.
The right to be forgotten means that if you upload photos or videos of people, those people have the right to request we remove those files if they so desire. We will comply with valid removal requests for requesters based in the EU.
You agree that you shall indemnify Prooflo against costs, claims, demands or expenses incurred or made against Prooflo as a result of any breach by you of this Privacy Policy.
It is our policy to post any changes we make to our privacy policy on this page. It is your responsibility to check this page from time to time to check for any change. Your continued use of the Website or our services shall be deemed to be your consent to such changes.
If you have any comments, suggestions or questions about this Privacy Policy, please contact us:
By email at: support@prooflo.com
By phone at: 506-292-8285
By mail at:……………………….