Terms of Use

The services that ProofPilot Inc. and its subsidiaries and affiliates (collectively “ProofPilot”) provides to you, the Customer, are subject to the following Terms of Use ("TOU" or “Agreement”). ProofPilot reserves the right to update and modify the TOU at any time without notice to you. The most current version of the TOU can be reviewed by clicking on the "Terms of Use" hyperlink located at the bottom of our website (www.proofpilot.com). When we make updates to the TOU, ProofPilot will update the date at the top of this page. By using the Services after a new version of the TOU has been posted, you agree to the terms of such new version.

For the purpose of the Agreement “Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates).

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE or (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

Content

All content included in or made available through the Services, such as text, graphics, logos, icons, images, sounds, music, digital downloads, data compilation, software, and documents, is the exclusive property of ProofPilot or its content suppliers and is protected by the various applicable trade dress, copyright, trademark, patent, and other intellectual property and unfair competition laws in the United States and internationally (collectively, "Content"). All rights not expressly granted to you in this TOU are reserved and retained by ProofPilot or its licensors, suppliers, publishers, rightsholders, or other content providers.

Customer grants to ProofPilot a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of ProofPilot’s services.

Nothing in this Agreement will be deemed to prevent ProofPilot from carrying on its business or developing for itself, or others, materials that are similar to or competitive with those produced as a result of the Services provided they do not contain or disclose any Confidential Information or Intellectual Property Rights of Customer.

Software, Licenses and Data

Any software that is made available to download or accessed from the Services ("Software") is the property of ProofPilot and/or its suppliers. ProofPilot hereby grants to Customer a nonexclusive and non-transferable right and license during the Term to use the applicable Software, as reasonably necessary for Customer to receive and use the Software for or on behalf of Customer. Customer shall have the right to use and access the Software, subject to the restrictions set forth in the Agreement. Customer acknowledges that the performance of this Agreement by

ProofPilot may result in ProofPilot developing, creating, or using ProofPilot’s preexisting materials, computer programs, applications, concepts, adaptations, modifications, customizations, derivatives, enhancements and/or ideas, and proprietary processes and software (“Inventions”), including any improvements, updates, changes, modifications, or enhancements thereof, (“Improvements”). All rights, title, and interest in the Inventions and Improvements, including all intellectual property rights and trade secrets, will remain in ProofPilot.

Other Applicable Terms

These Terms refer to the following additional terms, which also apply to your use of our Site:

The applicable privacy policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our Site, you consent to such processing and you warrant that all data provided by you is accurate and complete. A copy of the applicable privacy policy can be obtained by emailing privacy@proofpilot.com.
Our Cookie Policy, which sets out information about the cookies on our Site.
Your terms of sale with us, if applicable. In the event of any conflict between these Terms and your terms of sale with us, the terms of sale shall govern to the extent of such conflict.

Subcontracting

ProofPilot shall be permitted to subcontract, outsource, or otherwise delegate responsibility for performing any functions constituting part of the Services to any third-party subcontractor without the prior written consent of Customer; provided that ProofPilot shall ensure that each such third-party subcontractor is bound by a written agreement containing provisions concurrent with this Agreement. ProofPilot shall remain responsible to Customer for all activities of its third-party subcontractors to the same extent as if such activities had been undertaken by ProofPilot itself.

No Unlawful or Prohibited Use

As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any ProofPilot server, or the network(s) connected to any ProofPilot server, or interfere with any other party's use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, other accounts, computer systems or networks connected to any ProofPilot server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. You may not attempt to copy or change, alter, or otherwise attempt to modify the Services or these TOU.

Confidentiality

As between the parties, each party retains all ownership rights in and to its Confidential Information. “Confidential Information” means any and all information and technical data of a proprietary or confidential nature disclosed or made available by a party hereto to the other party in the course of performing this Agreement whether in written, oral, magnetic, photographic, optical or other form and whether now existing or hereafter created, including, without limitation, all data, Trade Secrets, know-how, information systems, technology, computer programs, processes, methods, methodologies, operational procedures, plans, strategies or results, software, object and source code, drawings, databases, schematics, blueprints, memoranda, flow charts, research notes, specifications, test results, production, lab or engineering techniques and manuals, methodologies, all related intellectual property or its physical embodiments, customer lists, strategic business plans, financial information and other information of a similar nature that is not generally disclosed by such Party to the public, whether any of the foregoing is disclosed by access to a party's facilities or documents or by conversations with a Party's employees, agents, contractors or consultants. Confidential Information shall not include any information which (i) is proven by written evidence to have been in a receiving Party's possession on a non-confidential basis prior to disclosure by the other Party; (ii) is received from a third party having the right to disclose such information; (iii) is or hereafter becomes public knowledge through no act or fault of a receiving Party; (iv) is proven by written evidence to have been independently developed by a receiving Party without access to the Confidential Information of the other Party; and (v) is required by law to be disclosed.

Each party shall use at least the same degree of care (but no less than a reasonable degree of care) to safeguard and to prevent disclosing to third parties the Confidential Information of the other party as it applies with respect to its own information of a similar nature. Each party shall hold in confidence all the other party’s Confidential Information and shall use all such Confidential Information solely and exclusively in relation to the provision of the services or in accordance with this Agreement. The parties agree that the terms and conditions of this Agreement shall also be deemed Confidential Information.

Without limiting the generality of the preceding paragraph, each party agrees that it shall keep the other party's Confidential Information in strict confidence and shall neither disclose the other party's Confidential Information to any person, firm, partnership or corporation, other than to such party's employees, agents, and contractors who are subject to confidentiality obligations substantially similar to the requirements of this section (Confidentiality) and who have a "need to know" such information in order to perform its obligations or exercise its rights hereunder nor use the same for any purpose other than performance of its obligations or exercise of its rights hereunder. Each party shall remain liable for any unauthorized disclosure of Confidential Information by its employees, agents, or contractors in violation of this Agreement.

The receiving party may disclose Confidential Information of the disclosing party to the extent compelled by law to do so, provided the receiving party gives the disclosing party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest the disclosure. If the receiving party is compelled by law to disclose the disclosing party’s Confidential Information as part of a civil proceeding to which the disclosing party is a party, and the disclosing party is not contesting the disclosure, the disclosing party will reimburse the receiving party for its reasonable cost of compiling and providing secure access to that Confidential Information.

Links to Third-party Sites

ProofPilot’s site may provide links to third party websites or resources. The linked sites are not under the control of ProofPilot and ProofPilot is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. ProofPilot is not responsible for webcasting, or any other form of transmission received from any linked site. ProofPilot is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by ProofPilot of the site.

Limitation of Liability

NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER AMOUNT OF ONE-HUNDRED THOUSAND DOLALRS ($100,000) OR THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF

SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

Representations and Warrantees

Each party represents and warrants to the other that (i) such party has the full right, power and authority to enter into this Agreement; (ii) the execution, delivery and performance by such party of this Agreement are within its powers and have been duly authorized by all necessary action; (iii) the execution of this Agreement by such party and the performance by such party of its obligations and duties hereunder do not and will not violate any agreement, applicable law, judgment, injunction, order or decree to which it is a party or by which it is otherwise bound; and (iv) when executed and delivered by it, this Agreement shall constitute the legal, valid and binding obligation of such Party, enforceable against such party in accordance with its terms.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SERVICES PROVIDED FREE OF CHARGE, CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

Indemnification

ProofPilot, at its own expense, shall defend, indemnify and hold Customer, its affiliates, and each of their respective officers, directors, employees, and contractors (collectively, the "Customer Indemnitees") harmless from and against any and all third-party losses, liabilities, damages, penalties, interest, costs, and expenses (“Losses”) relating to any and all claims, causes of action, demands, judgments, orders, and administrative proceedings (“Claims”) asserted by a third party that result from or arise out of: (a) ProofPilot’s gross negligence or, intentional misconduct, or (b) ProofPilot’s breach of its representations and warranties made in this Agreement;, except to the extent such Losses are the result of the negligence, intentional misconduct or breach of this Agreement by a Customer Indemnitee.

Customer, at its own expense, shale defend, indemnify and hold harmless ProofPilot and its affiliates and its and their respective employees, officers, directors, and consultants (“ProofPilot Indemnitees”) against any and all Losses in connection with third-party claims arising out of: (a) Customer’s breach of its representations or warranties made herein, (b) violation by Customer of any applicable law or regulation; or (c) Customer’s gross negligence or intentional misconduct; except to the extent such Losses are the result of the negligence, intentional misconduct or breach of this Agreement by a ProofPilot Indemnitee.

Assignment

Neither Party may assign, transfer or otherwise convey or delegate any of its rights, duties or obligations under this Agreement to any other party (whether by operation of applicable law or otherwise) without the prior written consent of other party. Notwithstanding the foregoing, either party may assign or otherwise transfer this Agreement in connection with a merger, acquisition, or other such corporate reorganization. This Agreement will be binding upon the respective successors and permitted assigns of the parties.

Survival

Any provision of this Agreement that contemplates or governs performance or observance subsequent to termination or expiration of this Agreement will survive the expiration or termination of this Agreement for any reason.

If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future law effective during the Term hereof, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance here from.

Terms of Use

Description of Services

Term and Termination

Fees and Charges