Unified terms and conditions

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THIS AGREEMENT GOVERNS YOUR ORGANIZATION’S ACQUISITION AND USE OF THE PROVEN VENDOR MANAGEMENT SOFTWARE-AS-A-SERVICE PLATFORM LOCATED AT WWW.GETPROVEN.COM (HEREAFTER THE “SERVICE” OR “PLATFORM”).

THESE TERMS GOVERN YOUR USE OF THE SERVICE IF YOU ARE A CUSTOMER, A VENDOR, OR A USER.

IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICE, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. 

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.  THE EFFECTIVE DATE OF THE AGREEMENT IS THE DATE YOU INDICATE YOUR CONSENT TO THESE TERMS OR YOU FIRST BEGIN USING THE SERVICE, WHICHEVER IS EARLIER. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.  BOTH YOU, AND/OR THE LEGAL ENTITY YOU MAY REPRENT ARE REFERRED TO AS “CUSTOMER”, “VENDOR”, “YOU”, OR “YOUR(S)” AS APPLICABLE.

You may not access the Service if you are our direct competitor, except with our prior written consent. In addition, you may not access the Service, except with our prior written consent, for purposes of monitoring their availability, performance or functionality.

I. PROVEN VENDOR SUPPORTED TERMS.

THE TERMS APPLY TO CUSTOMER’S USE OF THE SERVICE IF CUSTOMER IS RECEIVING A SUBSCRIPTION TO THE SERVICE AS PART OF PROVEN’S VENDOR SUPPORTED OR HYBRID SUBSCRIPTION PRICING.  IN ADDITION TO THESE TERMS CUSTOMER’S USE OF THE SERVICE IS ALSO GOVERNED BY THE PROVEN MASTER SUBSCRIPTION AGREEMENT FOUND HERE: https://www.getproven.com/terms-and-conditions.  

1. OVERVIEW

Under this Vendor Supported Tier, Customer will receive a Subscription to the Service subject to the following terms:

• Access to a Customer-branded instance of the Service.
• Inclusion of pre-negotiated offers from third-party vendors.
• Standard onboarding support for the Customer’s team and participating vendors.
• Access to an insights dashboard showing vendor interest and platform engagement.

2. TIER-SPECIFIC TERMS

As consideration for the Subscriptions Customer agrees:

1. Proven retains primary administrative control over the Platform, including most configurations and vendor participation settings. This includes, but is not limited to, decisions related to featured vendors, visibility rules, listing order, promotional placements, and overall vendor display logic. Proven will use commercially reasonable efforts to meet the needs of the Customer to the best of their ability.
2. Vendors may send marketing emails to portfolio companies that have taken steps to redeem the vendor’s offer through the Platform.
3. Customer shall participate in reasonable vendor-fit introductions facilitated by Proven, when relevant to the needs of the portfolio company or startup.
4. At Customer’s sole discretion, Customer will engage with premium vendors (including entering into master agreements).
5. Customer shall support the promotion of webinars and virtual events hosted by Proven when relevant to their portfolio companies, typically through their Head of Platform or equivalent representative.
6. Customer may request that Proven remove a vendor in the event of a conflict of interest or inappropriate fit and Proven will review such requests at its sole discretion.
7. The Vendor Supported Tier does not include bespoke platform modifications or premium customer support.

3. UPGRADE TERMS

Customer may upgrade to Proven’s Hybrid or Premium subscriptions by providing written notice to Proven at: support@getproven.com.  The Proven Tech Stack features is included in the Hybrid Tierf.  Upgraded plans are subject to separate agreements and pricing and will not begin until Customer executes the applicable Order Form.

4. TERM, CANCELLATION & RENEWAL

1. Term.  The Term of the Agreement begins on the Effective Date and remains in effect for the Subscription Term unless earlier terminated according to the terms of Section 5.2 below.  At the end of the Subscription Term, the Subscription will automatically renew for additional Subscription Terms equal to the expiring Subscription Term, unless either party notifies the other of its intent not to renew such Subscription at least ninety (10) days before the expiration of the then-current Subscription Term. Non-renewal notice must be provided by email to support@getproven.com.

2. Early Termination.  Either party may cancel this Agreement at any time by providing five (5) days prior written notice to the other.  Proven may terminate this Agreement with immediate effect effective for Vendor’s breach of any section of the Master Subscription Agreement.

3. Effect of termination.  Upon Termination, Vendor’s rights to access the platform and all other Vendor benefits found in the Agreement shall terminate.  Termination of the Agreement shall not relieve either Vendor of any payment obligation which accrued prior to termination of the Agreement.  

5. MISCELLANEOUS

1. Changes to the Agreement.  Proven reserves the right to modify the terms of the Agreement in its sole discretion by providing Customer with no less than 30 days’ prior written notice whereafter such terms shall bind Vendor. 

2. Entire Agreement.  This Agreement, together with the applicable order form and the Proven Master Subscription Agreement, constitute the entire agreement between parties, and supersedes all prior or contemporaneous proposals, quotes, negotiations, discussions, or agreements, whether written or oral, between the parties regarding its subject matter. The order of precedence among all documents that make up the Agreement shall be: (1) this Agreement, (2) the Proven Master Subscription Agreement, (3) the Proven documentation and support terms. This Agreement may be executed in counterparts, which taken together shall form one binding legal instrument. The parties may use of electronic signatures in connection with the execution of this Agreement and further agree that electronic signatures shall be legally binding with the same effect as manual signatures.

2. PROVEN PREMIUM VENDOR TERMS.

THE TERMS APPLY TO VENDOR’S USE OF THE SERVICE IF VENDOR IS RECEIVING A SUBSCRIPTION TO THE SERVICE ACCORDING PROVEN’S PREMIUM VENDOR PROGRAM. VENDOR’S USE OF THE SERVICE IS GOVERNED BY THE PROVEN VENDOR TERMS OF USE FOUND IN EXHIBIT A.

1. SUBSCRPTION TERMS

1. Overview. Vendor wishes to subscribe to Proven’s premium vendor program (the “Program”) under the terms and conditions set forth herein.

2. Governing Agreement.  Vendor’s Subscription and use of the Service are governed by these terms and the Proven Vendor Terms of Use found in Exhibit A.

2. SUBSCRIPTION FEES; WAIVER

1. Monthly Subscription Fees.  All subscription fees are paid up front, in full, and are non-cancellable and non-refundable (except as provided herein).  Fees for the first three months of the Subscription Term will be billed up front, thereafter Vendor will pay the subscription fees on a month-to-month basis, billed in advance. 

2. Waiver of Monthly Subscription Fee. If, within a Subscription Term Vendor’s Commission payments meet or exceed the Commission Threshold, Vendor’s monthly Subscription fees shall be waived for the remainder of the current Subscription Term.  Upon renewal of the Subscription the Commission Threshold resets to the amount indicated above.

3. COMMISSIONS

1. Commission.  Vendor shall pay Proven the Commission percentage (see above) calculated on all of the monies Vendor receives from each and every engagement with a customer which originated on, or via, the Service (the “Commission”).  Such obligation shall continue for so long as Vendor participates in the Program. 

2. Payment.  Vendor shall remit commissions to Proven no later than thirty (30) days following the Vendor’s receipt of payment from its customer.

4. REPORTING & TRANSPARENCY

1. Reporting and Audit Rights. Vendor shall provide Proven with a written report within ten (10) days after the end of each calendar month detailing all transactions or engagements that originated from the Service during the preceding month. Each report shall include, at a minimum, the name of the customer, a brief description of the engagement, the total dollar value of the engagement, and any associated payment schedule. Proven may request, and Vendor shall provide, any reasonable additional documentation needed to verify compliance with these terms.  Upon at least ten (10) business days’ prior written notice, Proven shall have the right, no more than once per calendar year (unless Proven has reasonable suspicion of breach of the Agreement), to audit Vendor’s relevant records during normal business hours to verify the accuracy and completeness of such reports. Vendor shall cooperate in good faith with any such audit.

2. Vendors are strongly encouraged to use Crossbeam to facilitate reporting and enable data-sharing around deal flow attribution.

5. TERM, CANCELLATION & RENEWAL

1. Term.  The Term of the Agreement begins on the Effective Date and remains in effect for the Subscription Term unless earlier terminated according to the terms of Section 5.2.  At the end of the Subscription Term, the Subscription will automatically renew for additional Subscription Terms equal to the expiring Subscription Term, unless either party notifies the other of its intent not to renew such Subscription at least ten (10) days before the expiration of the then-current Subscription Term. Non-renewal notice must be provided by email to support@getproven.com.

2. Early Termination.  Either party may cancel this Agreement at any time by providing five (5) days prior written notice to the other. Proven may terminate this Agreement with immediate effect effective for Customer’s breach of any section of the Vendor Terms of Use.

3. Effect of termination.  Upon Termination, Vendor’s rights to access the platform and all other Vendor benefits found in the Agreement shall terminate.  Termination of the Agreement shall not relieve either Vendor of any payment obligation which fully accrued prior to termination of the Agreement.  

6. COMMUNITY ACCESS & PLACEMENT

1. Vendor will be listed in free tier communities where their offerings are well suited to Proven customers.  Community placement is assigned at Proven’s discretion, although Vendor’s preferences may be considered. Proven reserves the right to reassign, modify, or remove Vendor placements based on performance, feedback, or strategic considerations.

7. VENDOR BENEFITS

1. As a paid-tier participant, Vendor shall receive: (i) Access to enriched data, including interest signals and visitor email addresses; (ii) Preferred placement in free tier communities where Vendor’s offerings are a strong fit; (iii) Spotlight placement in monthly portfolio company newsletters; (iv) “Featured Partner” badge displayed within free tier communities; (v) Priority support.

8. TERM, CANCELLATION & RENEWAL

1. This Agreement shall commence on the Effective Date and shall continue on a month-to-month (annually or monthly, as applicable) basis unless terminated by either party. Either party may terminate this agreement by providing the other Termination by Vendor written notice.  Termination will take effect at the end of the current billing cycle.  This Agreement automatically renews for the same duration as the expiring subscription unless earlier terminated by a party. No refunds or credits shall be issued for cancellation during a partial month or after commission thresholds have been met in a given year.

9. MISCELLANEOUS

1. Compliance with Laws; Indemnity. Vendor shall comply with the CAN-SPAM Act of 2003 and all other applicable federal, state, and local laws and regulations governing the use of email, text messages, and other forms of electronic communication in connection with any contact information provided by or through the Service. Vendor shall be solely responsible for its use of such contact information. Vendor shall indemnify, defend, and hold harmless Proven and its affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Vendor’s breach of this Section.

2. Changes to the Agreement.  Proven reserves the right to modify the terms of the Agreement in its sole discretion by providing Vendor with no less than 30 days’ prior written notice whereafter such terms shall bind Vendor. 

3. Entire Agreement.  This Agreement, together with the applicable order form and the Proven Master Subscription Agreement, constitute the entire agreement between parties, and supersedes all prior or contemporaneous proposals, quotes, negotiations, discussions, or agreements, whether written or oral, between the parties regarding its subject matter. The order of precedence among all documents that make up the Agreement shall be: (1) the Agreement including any Exhibits thereto, (2) the Proven Vendor Terms of Use, (3) the Proven documentation and support terms. This Agreement may be executed in counterparts, which taken together shall form one binding legal instrument. The parties may use of electronic signatures in connection with the execution of this Agreement and further agree that electronic signatures shall be legally binding with the same effect as manual signatures.

3. PROVEN USER TERMS.

IF YOU ARE A USER (AND NEITHER THE CUSTOMER NOR A VENDOR) YOUR USE OF THE PLATFORM IS GOVERNED BY THE PROVEN USER TERMS OF USE FOUND IN EXHIBIT B.

EXHIBIT A 

PROVEN, INC VENDOR TERMS OF USE

1. SUBSCRIPTIONS TO THE SERVICE.  During the subscription term Proven will make the Service available to Vendor solely for Vendor’s internal use and subject to the limits and terms agreed in the Order Form.

2. VENDOR LIMITATIONS/RESPONSIBILITIES.  Vendor shall not: (a) sublicense or otherwise make the Service available to any party not authorized to use the Service under the Agreement or an applicable Order; (b) modify, adapt, alter, translate, copy, or create derivative works based on the Service; (c) reverse-engineer, decompile, disassemble, or attempt to derive the source code for the Service (unless such right is granted by applicable law and then only to the minimum extent required by law); (d) access the Services in order to: (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Service; (e) merge or use the Service with any software or hardware for which they were not intended (as described in the Documentation);  (f) allow Users to share access credentials; (g) use the Service for unlawful purposes or to store unlawful material; (h) disrupt the integrity or performance of the Service; (i) remove, alter, or obscure in any way the proprietary rights notices (including copyright, patent, and trademark notices and symbols) of Proven or its suppliers contained on or within any copies of the Service, (j) bypass any security measure or access control measure of the Service, (k) use the Service other than as described in the Documentation, or (l) perform or disclose any benchmarking or testing of the Service itself or of the security environment or associated infrastructure without Proven’s prior written consent.  Vendor will: (a) use commercially reasonable efforts to prevent, and remain responsible for Users’ compliance with the Agreement and will promptly notify Proven of any unauthorized access to the Service arising from a compromise or misuse of Vendor’s or its User’s access credentials, (b) use the Services only in accordance with the Documentation, applicable laws, this Agreement, and government regulations, (c) comply with terms of service of any Non-Proven Applications Vendor uses in conjunction with the Service, and (d) remain responsible for any action in violation of the Agreement by Vendor’s Affiliates or Users.

3. REMEDIES FOR VIOLATION OF VENDOR LIMITATIONS.  Proven may, without limiting its other rights and remedies, suspend Vendor’s and/or applicable Users’ access to the Service at any time if: (i) required by applicable law, (ii) Vendor or any User is in violation of the terms of this Agreement, or (iii) Vendor’s, or a User’s use disrupts the integrity or operation of the Service or interferes with use of the Service by others. 

4. DATA RESPONSIBILITIES.  The processing of personal data under the agreement is governed by the Proven Data Protection Agreement found here: (http:www.getproven.com/dataprotection ) which is incorporated herein and made part of the Agreement.  Vendor is exclusively responsible for the accuracy, quality and legality of Vendor Data, and complying in all respects with applicable data privacy regulations. Vendor shall not provide Proven with any Vendor Data that is subject to heightened security requirements by law, regulation or contract (“Excluded Data”). Proven shall have no responsibility or liability for Excluded Data.

5. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP.  Access to the Service is sold on a subscription basis.  Except for the limited rights expressly granted to Vendor hereunder, Proven reserves all rights, title, and interest in and to the Service, the underlying software, the Proven Materials and any and all improvements (including any arising from Vendor’s feedback), modifications and updates thereto, including without limitation all related intellectual property rights inherent therein.  Where Vendor purchases Professional Services hereunder the parties will execute a statement of work acceptable to both parties governing the provision of Professional Services. With respect to any deliverables or work product (“Deliverables”) resulting from any of the Professional Services, Proven owns all right title and interest in and to the intellectual property rights pertaining to such Deliverables and grants to Vendor a non-exclusive, worldwide right and license to use such Deliverable in connection with Vendor’s permitted use of the Service.

6. OWNERSHIP AND PROCESSING OF VENDOR DATA. Vendor and/or its licensors shall retain all right, title and interest in all Vendor Data stored in the Service, including any revisions, updates or other changes made to that Vendor Data. Vendor grants Proven a nonexclusive, worldwide, royalty-free right to reproduce, display, adapt, modify, transmit, distribute and otherwise use the Vendor Data solely for the purpose of providing the Service and Professional Services.

7. USE OF AGGREGATE INFORMATION. Proven may collect, anonymize, aggregate, and use data derived from the operation of the Service (“Aggregated Data”), and Proven may use such Aggregated Data for purposes of operating Proven’s business. Aggregated Data will not be capable of re-identification.  Aggregated Data belongs to Proven.

8. FEEDBACK.  Vendor grants to Proven a non-exclusive, royalty-free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Vendor or its Users relating to the features, functionality or operation of the Service or the Professional Services (“Feedback”).  Feedback does not include Vendor Data.  Notwithstanding any other term herein, Feedback shall not create any confidentiality obligation for Proven.

9. PAYMENT; TAXES.  All fees are exclusive of taxes, levies, or duties (“Taxes”), and Vendor will be responsible for payment of all such taxes.  All fees are due in advance, and Vendor will pay Proven’s invoice net30, in the currency listed in the Order, for all items identified on an Order regardless of Vendor’s actual use of any product. Fees are non-cancelable and non-refundable (except as provided herein). Vendor may not decrease the number of Subscriptions during a Subscription Term. Proven reserves the right to suspend the Service in the event Vendor is more than thirty (30) days past due on any undisputed invoice or otherwise in breach of the agreement, and fails to cure the breach within ten (10) days of receiving written notice from Proven.

10. CONFIDENTIAL INFORMATION

1. Confidentiality. “Confidential Information” means information and/or materials provided by one party (“Discloser”) to the other party (“Recipient”), which are identified as confidential at the time of disclosure or, under the circumstances of disclosure, a reasonable person would understand to be confidential. 

2. Exclusions.  “Confidential Information” does not include information that: (a) is independently developed by or for the Recipient without access or reference to, or use of, Confidential Information; (b) is lawfully received free of restriction from another source having the right to furnish such information; (c) is or becomes lawfully in the public domain other than through a breach of this Agreement; (d) was known by the Recipient prior to disclosure; (e) Discloser agrees in writing is free of such restrictions; or (f) is generally disclosed by the Discloser to third parties without a duty of confidentiality.

3. Duties Regarding Confidential Information.  Recipient may disclose Discloser’s Confidential Information only to Recipient’s Affiliates, employees, officers, directors, advisors or contractors who need to know such Confidential Information and who are under a duty of confidentiality no less restrictive than Recipient’s duty hereunder. At all times during and after the term of this Agreement, Recipient shall (a) keep Discloser’s Confidential Information confidential and not disclose Discloser’s Confidential Information to a third party without the Discloser’s written consent or as expressly permitted in this Agreement, and (b) not use the Confidential Information for purposes other than the performance of this Agreement. Where disclosure is required by law, such disclosure shall not constitute a breach of this Agreement provided Recipient gives Discloser reasonable advance notice (if legally permissible) to enable Discloser to seek appropriate protection of the Confidential Information and discloses only that portion of the Confidential Information that the Recipient is legally compelled or is otherwise legally required to disclose.  Any prior non-disclosure agreement executed among the parties is terminated in favor of these confidentiality terms.

4. Unauthorized Disclosures. The parties agree that Recipient’s threatened or actual unauthorized disclosures of Confidential Information may result in irreparable injury for which a remedy in money damages may be inadequate. The parties therefore agree the Discloser may be entitled to seek an injunction to prevent a breach or threatened breach of this Section without posting a bond.  Any such injunction shall be additional to other remedies available to Discloser at law or in equity. 

11. WARRANTIES AND DISCLAIMER

1. Vendor Representations and Warranties. Vendor represents and warrants: (i) that it has the power and authority to enter into this Agreement; (ii) it has the right to provide Proven with access to all Vendor Data.  

12. INDEMNIFICATION

1. Indemnification By Vendor. If a third party initiates or threatens legal action against Proven for processing Vendor Data uploaded into the Service by Vendor or Users, or for a claim relating to Vendor’s, or a User’s breach of its obligations under Sections 2 an/or 4, then Vendor will: (a) promptly assume the defense of the claim and (b) pay costs, damages and/or reasonable attorneys’ fees that are included in a final judgment against Proven (without right of appeal) or in a settlement approved by Vendor that are attributable to Proven processing of such Vendor Data to provide the Service; provided that Proven (i) notifies Vendor in writing of the claim promptly after receiving it, (ii) allows Vendor to control the defense of the claim with counsel of its choice, and to settle such claim at Vendor’s sole discretion (unless the settlement requires payment by Proven or requires Proven to admit liability, in which case Proven will have the right to approve such payment or admission, and (iii) reasonably cooperates with Vendor in defending the claim at Vendor’s expense. Proven shall have no responsibility or liability regarding any claim brought by Vendor or any third-party arising from a Vendor’s provision of products or services.  

13. LIMITATION OF LIABILITY AND DISCLAIMER OF DAMAGES.

1. DISCLAIMER OF INDIRECT DAMAGES.  IN NO EVENT SHALL PROVEN, OR ITS AFFILIATES OR ITS LICENSORS BE LIABLE UNDER ANY LEGAL THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTIONS, REVENUE, GOODWILL, PRODUCTION, ANTICIPATED SAVINGS,  OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT (INCLUDING ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN OR DESTRUCTIVE PROPERTIES OF THE SOLUTION), WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF PROVEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

2. LIMITATION OF LIABILITY. PROVEN (OR ITS AFFILIATES’) AGGREGATE AND CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE WILL EXCEED THE AMOUNTS PAID OR OWED TO PROVEN BY VENDOR IN THE AGGREGATE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.  NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH, PERSONAL INJURY, OR PROPERTY DAMAGE CAUSED BY NEGLIGENCE, OR FOR FRAUD. NOTHING IN THIS SECTION WILL LIMIT THE FEES OWED BY VENDOR UNDER THIS AGREEMENT FOR THE SERVICE OR PROFESSIONAL SERVICES, OR FOR VIOLATING VENDOR’S OBLIGATIONS IN SECTION 2.  THE PARTIES ACKNOWLEDGE THAT THE FEES PAID PURSUANT TO THIS AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT, AND THAT PROVEN WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.  
   
   

14. TERM AND TERMINATION

1. Subscription Term.  The subscription term found in the Proven Premium Vendor Terms above.

2. Termination. The termination provisions found in the Proven Premium Vendor Terms above.

3. Effect of Termination.  Upon termination of this Agreement: (a) Proven’s obligation to provide the Service will terminate, (b) all of Vendor’s, if Affiliate’s, and its Users’ rights to use the Service will terminate, and (c) each party will promptly destroy any data or Confidential Information from the other party in its possession. 

4. Suspension In Lieu of Termination. If any amount owing by Vendor is thirty (30) or more days overdue, Proven may, without limiting its other rights and remedies, and after providing Vendor at least 10 days’ prior notice by email, accelerate Vendor’s unpaid fee obligations so that all such obligations become immediately due and payable, and suspend Proven’s services to Vendor until such amounts are paid in full.

15. SURVIVAL.  The provisions of Sections: 10 (“Confidential Information”),12 (“Indemnification”),13 (“Limitation of Liability and Disclaimer of Damages”), and 16 (“Miscellaneous”), and any other terms and conditions of this Agreement which by their nature reasonably should survive the termination or other expiration of this Agreement shall survive any expiration or termination of this Agreement.

16. MISCELLANEOUS

1. Assignment. Either party may assign this Agreement without the consent of the other party to an Affiliate, or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets (a “Sale”).  Assignment will not relieve the assigning party of its obligations under the assigned Agreement and such assignment will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. If Vendor enters into a Sale with a direct competitor of Proven or assigns the Agreement to a direct competitor of Proven, Proven may, in its sole discretion terminate the Agreement.

2. Compliance with Applicable Laws. Each party will comply with all applicable laws, including without limitation, applicable export-control restrictions, data privacy laws, and anti-corruption laws. 

3. Future Features and Functions.  Vendor agrees that Proven may, from time to time, at its sole discretion, modify and update the Service. Vendor understands and agrees that any features or functions related to Proven products referenced on any Proven website, or in any presentations, verbal or electronic communications, press releases or public statements, which are not currently available as a GA release, may not be delivered on time or at all. The development, release, and timing of any features or functionality described for our products and services remains at Proven’s sole discretion. Accordingly, Vendor agrees that it is purchasing products and services based solely upon features and functions that are currently available as of the time an Order is executed, and not in expectation of any future feature or function.

4. Notices.  Notices may be sent by first-class, registered mail (return receipt requested) or private courier to the address of the receiving party identified on the first page of this Agreement. Notice will be deemed given five (5) days after mailing U.S. first class, registered mail, or upon confirmed delivery by private courier, whichever is sooner. Vendor will address notices to Proven’s Legal Department, with a copy to legal@getproven.com. Either party may from time to time change its address for notices under this section upon written notice to the other party.

5. Non-waiver. Any failure of either party to enforce performance by the other party of any of the provisions of this Agreement, or to exercise any rights or remedies under this Agreement, will not be construed as a waiver of such party's right to assert or rely upon such provision, right or remedy in that or any other instance. Neither party waives any rights or limits its remedies for actions taken outside the scope of this Agreement.  

6. Dispute Resolution. This Agreement will be governed by the laws of the State of California, U.S.A., without giving effect to any conflicts of laws provisions.  Neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement. Any claim, suit, action or proceeding arising out of or relating to this Agreement or its subject matter will be brought exclusively in the state or federal courts of San Francisco County, California, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts. No claim or action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the earlier of the following:  a) the expiration or termination of all Subscriptions, b) the termination of this Agreement, or c) the time a party first became aware, or reasonably should have been aware, of the basis for the claim. To the fullest extent permitted, each party waives the right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

7. Severability. If any provision of this Agreement is held invalid or unenforceable under applicable law by a court of competent jurisdiction, it shall be replaced with the valid provision that most closely reflects the intent of the parties, and the remaining provisions of the Agreement will remain in full force and effect.

8. Relationship of the Parties. Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect. Each party may identify the other as a customer or supplier, as applicable.

9. Force Majeure. Force majeure events shall excuse the affected party (the "Non-Performing Party") from its obligations under this Agreement so long as the event and its effects continue.  Force majeure events include acts which are beyond the reasonable control of a party, including without limitation, Acts of God, natural disasters, pandemic, epidemic, war, riot, network attacks, acts of terrorism, fire, explosion, accident, sabotage, strikes, inability to obtain power, fuel, material or labor, or acts of any government (each, a “Force Majeure Event”). As soon as feasible, the Non-Performing Party shall notify the other party of: (a) its best reasonable assessment of the nature and duration of the Force Majeure Event, and (b) the steps it is taking to mitigate its effects. If the Force Majeure Event prevents performance for more than sixty (60) days, and the parties have not agreed upon a revised basis for performance, then either party may immediately terminate the Agreement upon written notice.  Proven’s suspension of the Services in order to comply with laws is a Force Majeure Event.

10. Entire Agreement; Execution. This Agreement, together with the Appendices and applicable Order(s) constitute the entire agreement between parties, and supersedes all prior or contemporaneous proposals, quotes, negotiations, discussions, or agreements, whether written or oral, between the parties regarding its subject matter. Revisions to this Agreement must be made by a separate amendment, signed by each party, and must be expressly drafted for that purpose and identify the specific sections that are being revised.  However, if Vendor agreed to these terms by reference in another binding instrument (e.g., on an Order which refers to these terms by URL), Proven may change these terms by posting an updated version at the applicable URL and notifying Vendor of the change. By continuing to access or use the Service after such notice Vendor agrees to be bound by the updated terms.  Vendor click-through terms, preprinted terms in Vendor purchase orders or other customer-generated ordering documents, or terms referenced or linked within them, will have no effect on this Agreement and are hereby rejected, regardless of whether they are signed by Proven and/or purport to take precedence over this Agreement. The order of precedence among all documents executed among the parties shall be: (1) the applicable Order, (2) this Agreement, (3) the Documentation. This Agreement may be executed in counterparts, which taken together shall form one binding legal instrument. The parties may use of electronic signatures in connection with the execution of this Agreement, and further agree that electronic signatures shall be legally binding with the same effect as manual signatures. 

Appendix 2
(Definitions)

“Affiliate” means, with respect to a party to this Agreement, any entity that directly or indirectly controls, is controlled by, or is under common control with such party through the possession of more than fifty percent (50%) of the voting stock of the controlled entity.

“Authorized User” or “User” means: (a) in the case of an individual accepting this Agreement on such individual’s own behalf, such individual; or (b) an employee or authorized third-party of Vendor, who has been authorized by Vendor to use the Service in accordance with the terms and conditions of this Agreement and has been allocated user credentials.  

“Vendor Data” means any electronic data or materials provided or submitted by or for Vendor to or through the.

“Documentation” means Proven’s published user manual that describes the functionality of the Service, as updated by Proven from time to time.

“Order” means the purchasing document (however so named), signed by a duly authorized representative of each party, that details the Subscription, pricing, payment terms, applicable licensing metrics, other applicable commercial terms and condition, and includes its attachments, schedules, exhibits, addenda, and any terms and conditions and other products and services purchased by Vendor from Proven pursuant to this Agreement. 

“Party” means either Vendor or Proven and together the “Parties”. 

“Professional Services” means Training Services, Implementation Services, or other services Vendor agrees to purchase as described in a fully executed statement of work.

“Service” means Proven software-as-service platform located at www.getproven.com.

"Subscription" means access to the Service during the Subscription Term.  Each Subscription is specific to a unique Authorized User and under no circumstance may an Authorized User Subscription be transferred to, shared among or used by different Authorized Users.

“Subscription Term(s)” means the subscription period(s) during which Vendor is authorized to use the Service, as specified in an applicable Order.

“Vendor” means a person or legal entity Vendor invites to offer or market the Vendor’s products and/or services via the Services.

EXHIBIT B

PROVEN USER TERMS OF USE

1. ACCESSING THE PLATFORM AND ACCOUNT SECURITY

We reserve the right to withdraw or amend this Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Platform.
• Ensuring that all persons who access the Platform through your internet connection are aware of these Terms of Use and comply with them.

To access the Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current and complete. You agree that all information you provide to register with this Platform or otherwise, including, but not limited to, through the use of any interactive features on the Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Platform or portions of it using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

2. INTELLECTUAL PROPERTY RIGHTS

The Platform and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Platform for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Platform, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Platform for your own personal, non-commercial use and not for further reproduction, publication or distribution.
• If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Platform or any services or materials available through the Platform. 

If you wish to make any use of material on the Platform other than that set out in this section, please address your request to: support@getproven.com.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms of Use, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

3. TRADEMARKS

The Company name, the Company logo, and all related names, logos, product and service names, designs and slogans are proprietary to Company whether or not such marks are registered trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Platform are the trademarks of their respective owners.

4. PROHIBITED USES

You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platform:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). 
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm the Company or users of the Platform, or expose them to liability.

Additionally, you agree not to:

• Use the Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Platform, including their ability to engage in real time activities through the Platform.
• Use any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
• Use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Platform.
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform. 
• Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Platform.

5. USER CONTRIBUTIONS

The Platform may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Platform.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose. 

You represent and warrant that: 

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
• All of your User Contributions do and will comply with these Terms of Use. 

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Platform.

6. MONITORING AND ENFORCEMENT; TERMINATION

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform. 
• Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review material before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

7. CONTENT STANDARDS

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
• Impersonate any person or misrepresent your identity or affiliation with any person or organization. 
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
  

8. COPYRIGHT INFRINGEMENT

If you believe that any User Contributions violate your copyright, please see contact legal@getproven.com for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.

9. RELIANCE ON INFORMATION POSTED 

The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.

This Platform may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

10. CHANGES TO THE PLATFORM

We may update the content on this Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.

11. INFORMATION ABOUT YOU AND YOUR VISITS TO THE PLATFORM  

All information we collect on this Platform is subject to our Privacy Policy. By using the Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

12. ONLINE PURCHASES AND OTHER TERMS AND CONDITIONS

All purchases through our site or other transactions for the purchase of the Proven software-as-a-Service Platform are governed by our Master Subscription Agreement, which are hereby incorporated into these Terms of Use.

Additional terms and conditions may also apply to specific portions, services or features of the Platform. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

13. LINKING TO THE PLATFORM AND SOCIAL MEDIA FEATURES

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part

This Platform may provide certain social media features that enable you to:

• Link from your own or certain third-party Platforms to certain content on this Platform.
• Send e-mails or other communications with certain content, or links to certain content, on this Platform.
• Cause limited portions of content on this Platform to be displayed or appear to be displayed on your own or certain third-party Platforms.

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any Platform that is not owned by you.
• Cause the Platform or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
• Link to any part of the Platform other than the homepage.
• Otherwise take any action with respect to the materials on this Platform that is inconsistent with any other provision of these Terms of Use.

The Platform from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

14. LINKS FROM THE PLATFORM

If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party Platforms linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such Platforms.

15. GEOGRAPHIC RESTRICTIONS

The owner of the Platform is based in the State of California in the United States. We provide this Platform for use only by persons located in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

16. DISCLAIMER OF WARRANTIES

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. 

WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY PLATFORM LINKED TO IT.

YOUR USE OF THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. 

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

17. LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY PLATFORMS LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER PLATFORMS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR SUCH OTHER PLATFORMS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

18. INDEMNIFICATION

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Platform, including, but not limited to, your User Contributions, any use of the Platform's content, services and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Platform.

19. GOVERNING LAW AND JURISDICTION

All matters relating to the Platform and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the City of Santa Clara and County of Santa Clara, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

20. ARBITRATION

At Company's sole discretion, it may require You to submit any disputes arising from these Terms of Use or use of the Platform, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.

21. LIMITATION ON TIME TO FILE CLAIMS

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

22. WAIVER AND SEVERABILITY

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

23. ENTIRE AGREEMENT

The Terms of Use and Proven, Inc. Privacy Policy constitute the sole and entire agreement between you and Proven, Inc. with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform.

24. YOUR COMMENTS AND CONCERNS

This Platform is operated by Proven, Inc. Within these terms “Company” means Proven, Inc.

All notices of copyright infringement claims should be sent to legal@getproven.com.

All other feedback, comments, requests for technical support and other communications relating to the Platform should be directed to: support@getproven.com.