Proofactive Terms of Service

Thanks for using Proofactive! These Proofactive Terms of Service (these “Terms'') describe your rights and responsibilities as a customer of Proofactive. The term “Proof” refers to cloud-based documents containing data – including but not limited to – documents, photos, geolocations, dates, time stamps, signatures, and more.  These Terms are between you and the Proofactive entity that owns the Proofactive website, web and mobile applications that you are using or accessing listed here (“Proofactive”, “we” or “us”). “You” refers to the entity you represent in accepting these Terms or, if that does not apply, you individually.  If you are accepting on behalf of your employer or another entity, you represent and warrant that: (a) you have full legal authority to bind your employer or such entity to these Terms; (b) you have read and understand these Terms; and (c) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity you may not click “I agree” (or similar button or checkbox) that is presented to you.  Please note that if you sign up for Proofactive using an email address from your employer or another entity, then (a) you will be deemed to represent such party, (b) your click to accept at your registration will bind your employer or that entity to these terms, and (c) the word “you” in these terms will refer to your employer or that entity.

We implement and maintain technical and administrative security measures designed to protect Your Data from unauthorized access, destruction, use, modification, or disclosure. We also maintain a compliance program that includes independent third party audits.
We collect certain data and information about you and users in connection with your use of the Proofs and otherwise in connection with these Terms. We collect and use all such data and information in accordance with our Privacy Policy, which you acknowledge. We do not share your information with any third parties. For more information, please read through our entire Privacy Policy located here.
Note that Proofactive uses third party servers, software and other products. Although Prooafactive is not affiliated with them, you must by using our products, you agree to each of their terms and conditions.

All Cloud Products are offered either on a monthly subscription basis or an annual subscription basis. Proofactive accepts credit cards and PayPal as payment methods. Proofactive does not store any user credit card info or financial information. All private financial and credit card information is stored securely by your financial merchant, and you are subject to their terms and conditions and privacy policy.
We offer a 30-day no-questions-asked refund guarantee. You still must contact us for a refund within
30 days to be refunded. All prices are subject to change without notice and are not guaranteed.
Except as otherwise specified, unless either party cancels your subscription prior to expiration of the current Subscription Term, your subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term. You will provide any notice of non-renewal through the means we designate, which may include contacting our support team via ticket, email or chat when Proofactive team members are available. Canceling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable Cloud Product continuing to be offered and will be charged at the then-current rates.
You will pay all fees in accordance with each by the due dates and in the US dollars. If a PO number
is required in order for an invoice to be paid, then you must provide such a PO number to Proofactive by contacting us. You agree that we may bill your credit card or other payment method
for renewals, additional users, overages to set
limits or scopes of use, expenses, and unpaid fees, as applicable.
As part of our commitment to customer satisfaction and without limiting the Performance Warranty, you may terminate your initial Order of a Cloud Product under these Terms, for no reason or any reason, by providing notice of termination to us no later than thirty (30) days after the Order date for such Cloud Product. In the event you terminate your initial Order, at your request (which may be made through your account with us), we will refund you the amount paid under such Order. This
termination and refund right applies only to your initial Order of the Cloud Product and only if you exercise your termination right within the period specified above, and does not apply to Additional Services.

Each party represents and warrants that it has the legal power and authority to enter into these Terms.
We warrant, for your benefit only, that we use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials into the Proofs (but we are not responsible for harmful materials submitted by you).
We will use commercially reasonable efforts, at no charge to you, to correct reported non-conformities with the Performance Warranty. If we determine corrections to be impracticable, either party may terminate the applicable Subscription Term. In this case, you will receive a refund of any fees you have pre-paid for use of the Cloud Product for the terminated portion of the applicable Subscription Term. The Performance Warranty will not apply: (a) unless you make a claim within thirty (30) days of the date on which you first noticed the non-conformity, (b) if the non-conformity was caused by misuse, unauthorized modifications or third party products, software, services or equipment or (c) to No-Charge Products. Our sole liability, and your sole and exclusive remedy, for any breach of the Performance Warrant.

These Terms will be governed by and construed in accordance with the applicable laws of the State of New York, USA, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to these Terms must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, state and federal courts in the USA,  generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. In any action or proceeding to enforce a party’s rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.
Nothing in these Terms will prevent us from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

We may modify Our Policies to take effect during your then-current Subscription Term in order to respond to changes in our products, our business, or Laws. In this case, unless required by Laws, we agree not to make modifications to Our Policies that, considered as a whole, would substantially diminish our obligations during your then-current Subscription Term. Modifications to Our Policies will take effect automatically as of the effective date specified for the updated policies.
You acknowledge that Proofactive offers online, subscription-based products, and that in order to provide improved customer experience we may make changes to the Proofs and other Cloud Products, and we may update the applicable Documentation accordingly. Subject to our obligation to provide Proofs and Additional Services under existing Orders, we can discontinue any Proofs, any Additional Services, or any portion or feature of any Proofs for any reason at any time without liability to you.

Any notice under these Terms must be given in writing. We may provide notice to you through your notification email address you provide to us, your account or in-product notifications. You agree that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Any notice to you will be deemed given upon the first business day after we send it.

Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

These Terms are the entire agreement between you and us relating to the Proofs and any other subject matter covered by these Terms, and supersede all prior or contemporaneous oral or written communications, proposals and representations between you and us with respect to any subject matter covered by these Terms. No provision of any purchase order or other business form employed by you will supersede or supplement the terms and conditions of these Terms, and any such document relating to these Terms will be for administrative purposes only and will have no legal effect.