Purchase Agreement and Limited Warranty
Last Updated: December 1st, 2021
This Purchase Agreement and Limited Warranty (“Agreement”) constitutes a contract by and between PROVEN Pass Inc. (“PROVEN” or “Company”) and any person or entity who purchases or uses any of the following products and/or services (“Customer”) (each a “Party” and collectively the “Parties”) as of the date the Customer first purchases or uses the products and/or services (“Effective Date”). This Agreement governs the Parties’ relationship regarding the products and/or services set forth on the Company’s website located at https://provenpass.com/ (“Products”).
By purchasing or using any Products, you agree to all of the provisions of this Agreement. If you do not agree to the terms of this Agreement, you may not purchase or use the Products.
PRICE OF PRODUCTS
You agree to pay the price of the Products set forth on the Company’s website located at https://provenpass.com/, unless you sign a separate agreement concerning the Products. If the Parties enter into a separate agreement concerning the Products, that agreement will control, including with regard to pricing.
USE OF PRODUCTS
You will only use the Products in accordance with this Agreement and any documentation regarding the Products. You will only use the Products in accordance with applicable law, including applicable privacy law, export control law, and government contract law. You will only use the Products for the purpose for which are intended, and you will not use the Products to enable any illegal or otherwise improper activity. You agree that you will not gain or attempt to gain unauthorized access to the Products, including by reverse engineering the Products or any aspect of the Products, including any hardware or software contained in the Products (including any firmware contained in the Products). You are responsible for any misuse of the Product by your employees, contractors, and agents.
Confidential Information may include information regarding: (a) the intellectual property associated with the Parties’ products and services (“Intellectual Property”); (b) the Parties’ products and services; and (c) the Parties. Confidential Information includes information in the above categories: (a) whether or not the information is marked confidential; (b) whether or not the information is disclosed in written form or verbally; and (c) whether or not the information is disclosed before or after the Effective Date of this Agreement. Confidential Information does not include information: (a) that was public knowledge at the time of disclosure or becomes public knowledge after the time of disclosure through no action of the Receiving Party; (b) that was otherwise known to the Receiving Party at the time of disclosure; or (c) that is subsequently obtained from a third party under no confidentiality obligation to the Disclosing Party, unless the information reasonably should be considered confidential.
If the Receiving Party receives a valid government demand for the Disclosing Party’s Confidential Information, such as a court order, search warrant, or subpoena, the Receiving Party will promptly inform the Disclosing Party (unless such notice is prohibited), and upon the Disclosing Party’s request, the Receiving Party will provide reasonable assistance in maintaining the confidentiality of the information. If the Receiving Party discloses any of the Disclosing Party’s Confidential Information, it will only disclose the information strictly required by the government demand/
PROVEN owns or licenses the Products, and all right, title, and interest in and to any Intellectual Property relating to the Products, whether created by or on behalf of PROVEN, including: (a) all inventions, improvements, designs, configurations, symbols, names, slogans, literary works, artistic works, derivative works, and all ideas, discoveries, creations, and know-how of any kind relating to the Services; and (b) all patent, trademark, copyright, trade secret, and other intellectual property rights relating to the Products in any country in the world. PROVEN owns such Intellectual Property, whether or not expressly speciﬁed in this Agreement, and whether or not created before, during, or after the Effective Date. No license or other right in such Intellectual Property is granted by this Agreement, except as expressly provided in this Agreement.
DISCLAIMER OF WARRANTIES
EXCEPT AS SPECIFIED IN THE FOLLOWING LIMITED WARRANTY, THE PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY PROVEN AND ITS SUPPLIERS, LICENSORS, DISTRIBUTORS, AND RESELLERS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY OF RESULTS, OR NON-INFRINGEMENT, OR AN IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO SIXTY DAYS. THIS LIMITATION ON IMPLIED WARRANTIES DOES NOT APPLY IN JURISDICTIONS THAT DO NOT ALLOW SUCH LIMITATIONS.
LIMITATIONS ON LIABILITY
YOU AGREE THAT PROVEN WILL NOT BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES ALLEGEDLY ARISING FROM OR RELATED TO YOUR USE OF THE PRODUCTS, UNLESS SUCH LIABILITY IS FOUND TO HAVE BEEN CAUSED BY OUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INTENTIONAL VIOLATION OF APPLICABLE LAW.
YOU FURTHER AGREE THAT IN NO EVENT WILL PROVEN BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, ANY ACCOUNTING OF PROFITS, OR ANY LOST PROFITS, UNDER ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT, BREACH OR WARRANTY, PRODUCT LIABILITY, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF WHETHER PROVEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU FURTHER AGREE THAT THE FOLLOWING LIMITED WARRANTY IS YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS AGAINST PROVEN IN CONNECTION WITH THE PRODUCTS.
YOU FURTHER AGREE THAT, IF THE PRECEDING LIMITATIONS ON LIABILITY ARE FOUND NOT TO APPLY TO YOUR CLAIM, IN NO EVENT WILL PROVEN LIABILITY TO YOU EXCEED ANY FEES YOU HAVE PAID TO PROVEN DURING THE THREE (3) MONTHS PRECEDING THE DATE OF YOUR INITIAL CLAIM OR $100 IF YOU HAVE NOT PAID ANY FEES TO PROVEN.
The Parties agree that these limitations on liability apply to all disputes between the parties, regardless of whether the disputes are resolved through negotiations or in litigation or other legal proceedings, including mediation or arbitration, or in any other manner. These limitations on liability are part of the basis of the bargain between the parties, and without these limitations, PROVEN would not be able to provide access to the Services on the same terms or at the same price it currently provides such access.
You agree to indemnify and hold PROVEN harmless, including any of PROVEN owners, directors, officers, employees, and agents, against any and all out-of-pocket losses, liabilities, judgments, awards, costs (including legal fees and expenses) arising from or related to any third-party claims that your misuse of the Products harmed such third party.
GOVERNING LAW AND JURISDICTION
The parties agree that any legal proceedings between the parties will be governed by the laws of the State of Maryland, without regard to any conflict of law rules, and applicable federal law. The parties further agree that any such proceedings will be brought in state court in Montgomery County, Maryland. The parties expressly waive any objection to personal jurisdiction and venue in these forums. The parties specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods to any disputes between the parties.
Neither Party will be held responsible for any delay or failure in performance of this Agreement caused in whole or in part by any act or omission or other cause beyond such Party’s control, including fire, flood, storm, accident, terrorist attack, cyberattack, delay of supplier, or compliance with any law, rule, regulation, or government demand. If any such event occurs, the period for performing the particular obligations prevented by such event (other than your obligation to pay any Fees that may be due for your use of the Services) will be deemed extended by the length of time such event continues.
Duration of Warranty. PROVEN warrants that, commencing from the date that the Products are shipped to you, or in the event that a distributor or reseller ships the Products to you, commencing thirty (30) days after the Products are shipped to the distributor or reseller, and continuing for a period of one (1) year, the Product will be free from defects in materials and workmanship under normal use. The date of PROVEN shipment of the Products is set forth on the packaging material in which the Products are shipped. This limited warranty extends only to the original user of the Products.
Remedies. If you are in possession of defective Products, your exclusive remedies under this limited warranty, and the entire liability of PROVEN and its suppliers, licensors, distributors, and resellers under this limited warranty, will be, at PROVEN sole discretion, as follows: (a) PROVEN may repair or replace the defective Products, or (b) PROVEN may refund the purchase price of defective Products to you.
These remedies are conditioned on returning the defective Products to PROVEN or to the distributor or reseller who supplied the Products to you, freight and insurance prepaid, within the warranty period. These remedies are further conditioned on the return of defective Products in accordance with the below Return Material Authorization (“RMA”) procedures.
PROVEN will use commercially reasonable efforts to ship a repaired or replaced Products within ten (10) working days after receipt of the RA request. Actual delivery times may vary depending on your location and factors beyond PROVEN control.
Restrictions. This limited warranty does not apply to Products (a) that have been altered, except by PROVEN or its authorized representative, (b) that have not been operated, maintained, or repaired in accordance with instructions supplied by PROVEN, (c) that have been subjected to abnormal physical or electrical stress, to abnormal environmental conditions, or to misuse, negligence, or accident, or (d) that have been provided to you for evaluation, testing, or demonstration purposes.
To return defective Products to PROVEN, you must first obtain a Return Authorization (“RA”) Number. To obtain an RA Number:
- Please contact the party from whom you purchased the Products.
- If you purchased the Products directly from PROVEN, or if you cannot locate the distributor or reseller whom you purchased the Products, please email PROVEN at firstname.lastname@example.org or call PROVEN at 650.425.3059 to start a validation of your warranty claim.
If you are instructed to return your Product under the terms of your warranty and are issued an RA Number:
- Please return the Products with your RA number, proof of purchase, and information regarding the defects in the Products.
- Please return the Products in accordance with any instructions provided by PROVEN or the distributor or reseller from whom you obtained the Products.
- Please return the Products freight and insurance prepaid.
Important Note: All Products must be returned with an RA Number and proof of purchase to ensure proper tracking and handling of the Products. If you do not have an RA number or proof of purchase, PROVEN reserves the right to refuse receipt of returned Products.