Terms of Use

These Terms of Use constitute a contract by and between PROVEN Pass Inc. (“PROVEN”) and any person or entity who uses our products and/or services (collectively “Services”) or who agrees to use our Services (“you”) (each a “Party” and collectively the “Parties”).  You may agree to use PROVEN Services when you sign up to use the Services through our Website or when you sign a separate agreement regarding the Services.  These Terms of Use govern your use of PROVEN Services, unless you sign a separate agreement regarding the Services, and is effective when you begin using the Services or when you agree to use the Services, whichever is earlier (“Effective Date”).  If the Parties sign a separate agreement regarding the Services, the separate agreement will control.

By using the Services or agreeing to use the Services, you agree to these Terms of Use, and you agree that they cannot be modified in any way, unless the Parties otherwise agree in writing.  IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE SERVICES.

If you are agreeing to these Terms of Use on behalf of an entity, you represent that you have the authority to bind the entity and that the entity agrees to these Terms of Use.  IF YOU DO NOT HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF USE ON BEHALF OF THE ENTITY OR THE ENTITY DOES NOT AGREE TO THESE TERMS OF USE, NEITHER YOU NOR THE ENTITY MAY USE THE SERVICES.

PROVEN may modify these Terms of Use, including any of the policies and agreements associated with these Terms of Use, at any time, with or without notice.  Any changes to these Terms of Use, including any of the policies and agreements associated with these Terms of Use, will be effective immediately upon being posted.  By continuing to use the Services after such changes are posted, you agree to such changes.  IF YOU DO NOT AGREE TO SUCH CHANGES, YOU MAY NOT CONTINUE TO USE THE SERVICES.

INCORPORATED DOCUMENTS

You agree to the following policies as of the Effective Date.  These policies are incorporated by reference into these Terms of Use (either directly or through our Privacy Policy).

• Cookies Policy
• E-Business Policy
• GDPR Policy
• Compelled Disclosures Policy
• Privacy Policy

IF YOU DO NOT AGREE TO ANY OF THESE POLICIES, YOU MAY NOT USE THE SERVICES.

RELATED AGREEMENTS

You agree to the following related agreements as of the Effective Date (provided they are applicable).

• Business Associate Agreement(provided you are a “covered entity” under applicable law)
• Service Level Agreement

IF YOU DO NOT AGREE TO ANY OF THESE AGREEMENTS (PROVIDED THEY ARE APPLICABLE), YOU MAY NOT USE THE SERVICES.

SERVICES

The Services include the PROVEN platform, any mobile app associated with the platform, any documentation regarding the platform, and any related products and/or services.  The Services may also include our website (“Website”), where applicable below.

PROVEN may modify any aspect of the Services at any time, with or without notice.  PROVEN makes no representations as to whether any information regarding any aspect of the Services is current and undertakes no obligation to update such information.

LICENSE

To enable you to use the Services, PROVEN grants you a non-exclusive, non-transferrable, non-sublicensable, revocable license to use the Services (“License”), subject to:  (a) your payment of the fees for the use of the Services (“Fees”); and (b) your compliance with these Terms of Use or a separate agreement regarding the Services.

You agree that the License does not grant you any other rights in the Services, including any intellectual property rights, and does not include any right to copy, distribute, modify, or otherwise use the Services in any way outside the scope of the License.  Nor does the License include any right to make derivative works based on the Services.  Nor does the License include any right to use the Services after the termination of the License.  Nor does the License include any right to access, evaluate, or otherwise use the source code, object code, or other code associated with the Services, unless the Parties otherwise agree in writing.

You agree that the License applies only to:  (a) you (including any persons who you authorize to manage the Services); and/or (b) any persons who you require to use the Services (“End Users”).

TERM

The initial term of these Terms of Use will commence on the Effective Date and will continue for a period of one (1) year (the “Initial Term”), and will automatically renew for additional one (1) year periods (each a “Renewal Term”) (collectively, the “Term”), unless earlier terminated as set forth below.

TERMINATION

At anytime after the Initial Term, you may terminate your License to use the Services by closing your Account with ninety (90) day written notice to PROVEN, subject to your payment of any Fees that may be due for your use of the Services.

PROVEN may terminate your License to use the Services by closing your Account at any time, with or without notice, and for any reason, including:  (a) your misuse of the Services; (b) prevention of any attempted, threatened, or suspected misuse of the Services; (c) compliance with any valid governmental demand; or (4) non-payment of any Fees that may be due for your use of the Services.  PROVEN may notify you that your License has been terminated, but we are not required to provide such notification.

Upon the expiration or termination of the License for any reason, the Parties’ rights and obligations will survive with respect to the Fees, Confidential Information, Intellectual Property, Limitations on Liability, Indemnification, and General provisions of these Terms of Use.

SUSPENSION

PROVEN may suspend your License to use the Services for the same reasons that it may terminate the License.  PROVEN may also suspend your License in order to perform maintenance on the Services or any computer systems associated with the Services.  PROVEN may suspend your License for as long as necessary to address the reasons for the suspension.  PROVEN may notify you that your License has been suspended, but we are not required to provide such notification.

FEES

You agree to pay the Fees for the use of the Services set forth on our Website or in a separate agreement regarding the Services.  PROVEN reserves the right to change the Fees at any time and may terminate or suspend your Account for nonpayment of any Fees that may be due for your use of the Services.

You will be asked to provide PROVEN with a credit card number or with sufficient information for PROVEN to invoice you for the Fees when an Account is created.  Your credit card will be charged for the Fees or PROVEN will send you invoices for the Fees.  You may elect in your Account to pay the Fees on an annual, semi-annual, or monthly basis. The first charge will be on or about the date the Account is created, and subsequent charges will be on or about the first day of the next pay period.  Your credit card may be charged or you may be invoiced for any hardware that you purchase through PROVEN for use in connection with Services.

If you pay the Fees by credit card, you are responsible for ensuring that a valid credit card number is associated with your Account at all times.  Your Account may be terminated or suspended at any time if any credit card payment is declined.  If a credit card payment is declined for any reason, PROVEN will endeavor to contact you, but we are not required to provide such notification.

If you fail to pay any invoice within forty-five (45) days, the invoice will accrue interest after that date until paid in full at the rate of one percent (1.5%) per month, compounded monthly and computed on a per diem basis.

Invoices for the first and last months of access to the Services will not be prorated, regardless of the date on which your Account is opened or closed, and regardless of who closes the Account, unless the Parties otherwise agree in writing.

You will pay all applicable sales and other taxes related to the purchase of the Services or provide PROVEN with a valid certificate of exemption excusing you from paying such taxes.

SUPPORT SERVICES

PROVEN will provide you with reasonable support regarding the use of the Services (“Help Desk Support”) and connectivity to PROVEN computer network (“Network Support”) (collectively “Support Services”).  PROVEN will provide Support Services during normal business hours.

SERVICE LEVELS

PROVEN will provide the service levels set forth PROVEN Service Level Agreement, which is incorporated by reference into these Terms of Use.

PERSONAL INFORMATION

You will need to provide PROVEN with certain personal information (including the personal information of any persons who you authorize to manage the Services) when an Account is created and/or modified.  PROVEN collection and use of such information is subject to PROVEN Privacy Policy, which is incorporated by reference into these Terms of Use.  PROVEN collection and use of the personal information of End Users is also subject to our Privacy Policy.

CONFIDENTIAL INFORMATION

The Parties may exchange certain non-public business information (“Confidential Information”) during the course of their relationship.  Either Party may disclose or receive Confidential Information under these Terms of Use (each a “Disclosing Party” or a “Receiving Party”).  The Parties agree that the Disclosing Party owns all right, title, and interest in and to any Confidential Information that it discloses to the Receiving Party.

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.

The Receiving Party will use the highest degree of care in protecting the Disclosing Party’s Confidential Information and will only disclose such information to:  (a) the Receiving Party’s employees, independent contractors, service providers, and other persons and entities associated with the Receiving Party who have a need to know such information in order to perform their duties and who have signed agreements requiring them to protect third-party confidential information; and (b) persons and entities who the Disclosing Party agrees may have access to such information, provided the Disclosing Party agrees in writing.  The Receiving Party is responsible for any violation of the confidentiality provisions of these Terms of Use by any persons or entities who receive any Confidential Information from the Receiving Party.

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.

Upon the expiration or termination of the Parties’ relationship, or upon the Disclosing Party’s request, the Receiving Party, at its own expense, will promptly return all of the Disclosing Party’s Confidential Information.  Alternatively, if the Disclosing Party agrees, the Receiving Party may provide the Disclosing Party with written assurance of the destruction of such Confidential Information.

You understand that PROVEN does not wish to receive any Confidential Information that is not necessary for PROVEN to perform its obligations under this Agreement.  PROVEN will not treat such information as confidential, unless the Parties otherwise agree in writing.

INTELLECTUAL PROPERTY

PROVEN owns the Services and all right, title, and interest in and to any Intellectual Property relating to the Services, 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 Services in any country in the world.  PROVEN owns such Intellectual Property, whether or not expressly specified in these Terms of Use, and whether or not created before, during, or after the Effective Date.  No license or other right in such Intellectual Property is granted by these Terms of Use, except as expressly provided in these Terms of Use.  Any violation of PROVEN Intellectual Property rights may subject you to civil or criminal liability.

• PATENTS
  PROVEN patent rights include the subject matter described in PROVEN patents and pending patent applications.  You may not make, use, offer, or sell any products or services covered by our patent rights without our prior written permission.  All patent rights in third-party products or services used in connection with the Services are the property of their respective owners.
• TRADEMARKS
  PROVEN trademark rights include all trademarks identifying PROVEN and/or the Services.  You may not use any of PROVEN trademarks without prior written permission, except as provided in these Terms of Use.  All other trademarks used in connection with the Services are the property of their respective owners.
• COPYRIGHTS
  PROVEN copyrights include all text, graphics, photographs, and/or videos associated with the Services, as well as the design, structure, arrangement, and “look and feel” of all text, graphics, photographs, and/or videos, and all source code, object code, and other code associated with the Services (“Content”).  You may not reproduce, distribute, or display any Content without PROVEN prior written permission, except as provided in these Terms of Use.  You may not link any Content to any other website without PROVEN prior written permission.
• CONTENT
  You may use excerpts of the text appearing on the Website when referring to PROVEN or the Services, provided that you acknowledge that PROVEN is the source of such text and do not use such text to compete with PROVEN.  You may use the trademarks appearing on the Website when referring to PROVEN or the Services, provided that you acknowledge PROVEN ownership of the trademarks, do not use such trademarks to compete with PROVEN, and do not use any images of the trademarks without PROVEN prior written permission.

If you provide PROVEN with any comments or suggestions concerning the Services, PROVEN owns such comments or suggestions and may use them for any and all commercial or non-commercial purposes with no monetary or other obligation to you.

PUBLICITY

During the Term and for an additional thirty (30) days, PROVEN may indicate on the Website and in other advertising and promotional materials that you use the Services, and we may use your name and logo in doing so, if applicable.  You may indicate on your website and in other advertising and promotional materials that you use the Services, and you may use our name and logo in doing so.  You may not make any other statements regarding your use of the Services, including in press releases, unless the Parties otherwise agree in writing.  You may not remove PROVEN name, logo, or intellectual property notices from our products, services, or documentation, unless the Parties otherwise agree in writing.

OBLIGATIONS

• GENERAL OBLIGATIONS
  You will only use the Services in accordance with these Terms of Use or a separate agreement regarding the Services and any documentation regarding the Services provided to you.You will only use the Services in accordance with applicable law, including applicable privacy law, export control law, and government contract law, and will not use the Services to enable any illegal or improper activity.You are responsible for any use or misuse of the Services by your employees, contractors, and agents.You are responsible for any use or misuse of the Services by any third parties who provide products and/or services to you in connection with the Services, such as computer products and data processing services (“Third-Party Products/Services”).  Your use of Third-Party Products/Services is governed solely by the terms and conditions applicable to such Third-Party Products/Services, as agreed to between you and the third party.PROVEN contractual relationship is with you, not with any End Users of the Services, and you are responsible for any use or misuse of the Services by such End Users.  You will take reasonable steps to ensure that End Users use the Services in compliance with these Terms of Use.  In addition, you will ensure that End Users consent to PROVEN collection and use of their personal information prior to enabling any End User to use the Services.
• ACCOUNT OBLIGATIONS
  To use the Services, you will need to open an Account or PROVEN will need to open an Account on your behalf.  You agree that you will maintain the security of your Account by protecting against unauthorized access to your login credentials and the information in your Account, and by not voluntarily allowing anyone else to use your credentials or the information in your Account.You also agree to maintain the accuracy of your Account by updating any changes to the information in your Account as soon as possible.You also agree that you will not knowingly provide PROVEN with any false or misleading information in connection with your Account.You also agree that you will only access the Services through your Account and not through anyone else’s Account.You agree that you are responsible for maintaining the security of your Account information and for any and all activity that occurs under your Account.  You agree to notify PROVEN immediately of any unauthorized use of your Account or any other breach of the security of your Account information.
• OTHER OBLIGATIONS
  You will not make any false or misleading statements about the PROVEN, the Services, or any products used in connection with the Services that would damage PROVEN, including any statements that may constitute defamation, false advertising, unfair competition, or tortious interference with business relationships.  You agree that, if you perform any tests or evaluations of the Services or any products used in connection with the Services, you will share the results of the tests or evaluations with us before publicizing or providing them to others.

PROHIBITIONS

You agree that you will not use the Services or any computer systems associated with the Services without PROVEN prior written permission, except as provided by these Terms of Use or by another agreement to use the Services.  You agree that you will not gain or attempt to gain unauthorized access to the Services or any computer systems associated with the Services by any improper means, including by hacking or attempting to hack into the Services or any systems associated with the Services.  You agree that you will not interfere or attempt to interfere with the proper working of the Services or any systems associated with the Services.

You agree that you will not use or attempt to use anyone else’s information, including anyone else’s account information, in order to gain or attempt to gain access to the Services or any computer systems associated with the Services.

You agree that, if PROVEN provides you with any products for use in connection with the Services, of if you use any third-party products in connection with the Services, you will only use the products as permitted by PROVEN or the third party, and will not use them for any improper purpose.

DISCLAIMERS

THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS.

PROVEN DISCLAIMS ANY AND ALL WARRANTIES IN CONNECTION WITH THE SERVICES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR NON-INFRINGEMENT.

PROVEN DISCLAIMS ANY AND ALL WARRANTIES THAT YOUR USE OF THE SERVICES WILL PROVIDE SPECIFIC RESULTS, THAT THE SERVICES WILL BE ERROR-FREE, THAT THE SERVICES WILL BE COMPATIBLE WITH ALL COMPUTER SYSTEMS OR SOFTWARE, THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, OR THAT THE SERVICES WILL BE FREE OF VIRUSES OR OTHER ATTACKS BY THIRD PARTIES.

PROVEN disclaims any and all warranties regarding any products/services that you obtain from third parties for use in connection with the Services.  Third-party products/services used in connection with the Services that are not provided to you by PROVEN are not under PROVEN control, and PROVEN is not responsible such products/services.

PROVEN disclaims any and all warranties regarding any advertising, promotional, or marketing materials associated with the Services or any products used in connection with the Services, whether such materials appear on our Website or in other publications.  This includes any statements or claims made in such materials regarding the capabilities or performance of the Services or any products used in connection with the Services.  This also includes any visual representations of the Services or any products used in connection with the Services.  Such visual representations may or may not reflect the actual appearance, features, or functionality of the Services or any products used in connection with the Services.  Only the actual Services and the actual products used connection with the Services, and any user documentation provided to you with such Services and the products used in connection with the Services, reflect their actual capabilities, performance, and features.

PROVEN disclaims any and all warranties regarding your use of any third-party websites that may be linked to the Website (“Linked Websites”).  Linked Websites are not under PROVEN control, and PROVEN is not responsible for the content on such Linked Websites.

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 SERVICES, 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, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF WHETHER PROVEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU FURTHER AGREE THAT YOUR SOLE REMEDY FOR ANY DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES.

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.

INDEMNIFICATION

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 Services harmed such third party, or arising from or related to your breach of the Confidential Information, Intellectual Property, Obligations, and Prohibitions provisions of these Terms of Use.

GENERAL

• DISPUTE RESOLUTION
  In the event of any dispute arising from or related to these Terms of Use, the Parties will attempt to resolve the dispute promptly and in good faith.  If the Parties are unable to resolve any such dispute within a reasonable time (not to exceed ninety (90) days), the dispute may be resolved through legal proceedings.
  The Parties agree that any such proceedings must be brought within one (1) year after the cause of action arises, or such proceedings will be barred.
• 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, except that proceedings regarding the Confidential Information and Intellectual Property provisions of these Terms of Use may be brought in federal court in the State of Maryland.  The parties expressly waive any objection to personal jurisdiction and venue in these forums.
• INJUNCTIVE RELIEF
  You agree that your actual, attempted, or threatened violation of these Terms of Use will cause irreparable harm to PROVEN and that we may seek any injunctive or equitable relief we deem appropriate in such circumstances.  These remedies are in addition to any other remedies we may have at law or in equity.
• JURY TRIAL
  You agree that, in the event of any legal proceedings between the Parties, you waive your right to a jury trial.
• ATTORNEYS’ FEES AND COSTS
  You agree that, in the event PROVEN prevails in any legal proceedings arising from or related to your violation of these Terms of Use, or any actual, attempted, or threatened violation of these Terms of Use, PROVEN will be awarded its attorneys’ fees and costs in addition to any other relief to which PROVEN is entitled.
• ENTIRE AGREEMENT
  These Terms of Use constitute the entire agreement of the Parties regarding the Services and supersede any prior agreements, understandings, or representations regarding the Services.
• SEVERABILITY
  You agree that, if a court holds any portion of these Terms of Use to be unenforceable for any reason, such portion will be enforced to the maximum extent possible and the remainder of these Terms of Use will be enforceable as written.
• WAIVER
  You agree that PROVEN failure to insist upon or enforce strict performance of any of the provisions of these Terms of Use or to exercise any rights or remedies under these Terms of Use will not be construed as a waiver of its right to assert or rely upon any such provision, right, or remedy in that or any other instance.
• ASSIGNMENT
  Neither Party may assign, transfer, or otherwise dispose of its rights and obligations under these Terms of Use, unless the Parties otherwise agrees in writing, except as part of a merger, acquisition, or disposition of all or substantially all of the assigning Party’s equity or assets.
• FORCE MAJEURE
  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, cyber attack, 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.
• COMMUNICATIONS
  Questions, complaints, or other communications regarding any aspect of these Terms of Use should be addressed to PROVEN at info@provenpass.com.
  Questions regarding support for the Services should be addressed to PROVEN at support@provenpass.com or by using the Contact Us form on our Website.