ProofHQ Terms of Service

By signing up for the ProofHQ service ("Service") or any other service provided by Approvr Limited ("ProofHQ"), you agree to be bound by the following terms and conditions ("Terms of Service"). If you are signing up on behalf of a legal entity such as a company, you warrant that you have the authority to sign up on behalf of that legal entity and you agree that the legal entity will be bound by these Terms of Service.

Any new features that are added to the Service will also be subject to these Terms of Service. You can review the most current version of the Terms of Service at any time on this page.

ProofHQ reserves the right to update and change the Terms of Service by posting updates and changes to the ProofHQ website. You are advised to check the Terms of Service from time to time for any updates or changes that may affect you. Your continued use of ProofHQ indicates your acceptance of such updates and changes.

Account Terms:

As part of the Service ProofHQ will provide you with access to its Software via the internet.
You will pay the fees for the Service set out in this Agreement.
You must provide your full legal name, current address, a valid email address, and any other information needed in order to complete the signup process.
You are responsible for keeping your password secure. ProofHQ is not liable for any loss or damage from your failure to maintain the security of your account and password.
You must inform ProofHQ of any unauthorized access to your account or any other breach of security that is known or suspected by you.
You may not use the ProofHQ service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws) or the laws of England & Wales.
You are responsible for all activity and content (data, graphics, photos, links) uploaded under your ProofHQ account ("Content").
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms of Service as determined in the sole discretion of ProofHQ will result in an immediate termination of your account.
You must be 16 years or older to use the Service.

General Conditions:

ProofHQ grants you a non-exclusive, non transferable license to use the Service.
ProofHQ reserve the right to modify or terminate the Service for any reason, without notice at any time.
ProofHQ reserve the right to refuse service to anyone for any reason at any time.
All data relating to free accounts will be retained for 60 days.
Your use of the Service is at your sole risk. The Service is provided on an "as is" and "as available" basis without any warranty or condition, express, implied or statutory.
ProofHQ does not warrant that the service will be uninterrupted, timely, secure, or error-free.
ProofHQ does not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You understand that your Content (not including credit card information which is always encrypted during transfer over networks), may at times be transferred unencrypted to conform and adapt to technical requirements of connecting networks or devices.
ProofHQ warrants to you that, to the extent ProofHQ processes any Content on your behalf, ProofHQ shall keep the Content confidential and not disclose the Content to any third party except as authorized by you or if ProofHQ is compelled to do so by law, or in response to a valid, legally compliant request by a law enforcement or governmental authority.
ProofHQ may, but have no obligation to, remove Content and accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violate any party's intellectual property or these Terms of Service.
ProofHQ and you will comply in all respects with the Data Protection Act 1998 as amended (the "DPA") and will not, by any act or omission, knowingly prevent the other party from complying with the DPA.
Without prejudice to any other rights and obligations of either party under the DPA, ProofHQ and you acknowledge that you are the data controller and ProofHQ is the data processor in respect of any personal data that ProofHQ processes in the course of providing the Services. ProofHQ as data processor agrees that it will: only carry out processing on your instructions from time to time, although it shall remain the entire responsibility of ProofHQ to comply with its obligations under the DPA; implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and accidental destruction or loss (including ensuring the reliability of its employees); implement procedures to ensure that unauthorized persons will not have access to personal data; promptly refer to you any request, notices or other communications from data subjects, the Information Commissioner or any other law enforcement authority, for you to resolve where appropriate; provide such information to you as you may reasonably require to allow you to comply with the rights of data subjects, including subject-access rights, or with notices served by the Information Commissioner.
ProofHQ does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, or that any errors in the Service will be corrected.
Neither party shall be liable to the other for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.
In no event shall ProofHQ or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or this agreement (however arising including negligence).
Each party agrees to indemnify and hold the other party and (as applicable) the other party’s parent subsidiaries, affiliates, officers, directors, agents and employees harmless from any claim or demand, including reasonable attorney’s fees made by any third party due to or arising out of the indemnifying party’s breach of this agreement or the documents it incorporates by reference, or the indemnifying party’s violation of any law or the rights of a third party.
Technical support is only provided to paying account holders and is only available via email unless otherwise agreed in writing.
You agree not to reproduce, duplicate, reverse-engineer, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by ProofHQ.
Verbal or written abuse of any kind (including threats of abuse or retribution) of any ProofHQ customer, ProofHQ employee, member, or officer will result in immediate account termination.
All Content is and shall remain your property. We do not claim any intellectual property rights over Content. You can remove your Content at any time by deleting your account. You acknowledge that ProofHQ has no control over any Content and does not purport to monitor your Content.
By uploading Content to ProofHQ and sharing Content in ProofHQ, you agree to allow other internet users with whom you have shred the Content to view it and you agree to allow ProofHQ to display, store and, at any time, review all the Content submitted by you to its Service.
The failure of ProofHQ to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitute the entire agreement between you and ProofHQ and govern your use of the Service, superseding any prior agreements between you and ProofHQ (including, but not limited to, any prior versions of the Terms of Service).
You retain ownership over all Content that you submit to a ProofHQ account however, by sharing your Content in ProofHQ you agree to allow others to view your Content.
ProofHQ shall own all right, title and interest, including all related intellectual property rights, in and to the ProofHQ technology and Service and any feedback, feature requests, suggestions, ideas, recommendations provided by you relating to the Service.
ProofHQ reserves the right to use any and all skills, expertise, knowledge and know-how gained and/or arising during the performance of the Services in the provision of similar services to other ProofHQ customers and/or potential customers and you shall place no restriction whatsoever on such right.
You agree that ProofHQ may refer to you as a key client in its marketing material and on its website, unless you notify ProofHQ in writing otherwise.

Payment of Fees:

You must provide billing details, including a valid credit card or invoice details on sign-up. Free accounts are not required to provide billing details.
ProofHQ will issue you with an invoice 14 days before the start of each Billing Period. Credit card payments will be processed on the first day of the Billing Period. Invoices must be paid by the first day of the Billing Period.
If you believe that ProofHQ has incorrectly invoiced you, you must contact ProofHQ in writing within thirty (30) days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
The Service Charges and Service Fees are exclusive of any Value Added Tax and any other taxes or duties which may be applicable to the provision of the Services, and any such taxes or duties shall be payable by you to the appropriate governmental agency or to ProofHQ at the applicable rate.
Unless ProofHQ in its discretion determines otherwise: Licensees with headquarters and a majority of users resident in the United Kingdom will be billed in pounds sterling and subject to UK payment terms and pricing schemes ("UK Licensees"); All other Licensees will be billed in U.S. dollars, Euros or local currency and be subject to either UK or non-UK payment terms and pricing schemes at the discretion of ProofHQ ("Non-UK Licensees ").
ProofHQ shall be entitled to interest on late payments at the rate of three per cent (3%) per annum above the base rate of Barclays Bank PLC applicable at such time. Such interest is calculated from the due date until the date of actual payment (both before and after judgment) and accrues on a daily basis. ProofHQ shall also be entitled to recover all costs incurred as a result of such late payment including reasonable expenses and legal fees.

Cancellation and Termination:

The term of this Agreement is for the Billing Period that you choose on sign-up, or in your Profile. This Agreement will automatically renew for further terms of the same length unless you cancel your account.
You may cancel your account at any time in the Profile of your ProofHQ account.
ProofHQ may also terminate this Agreement if you do not provide a valid credit card for the payment of fees hereunder. If your credit card is invalid, we will notify you and attempt to charge the card again in 72 hours. If your credit card is invalid again, we will notify you once again, and you will have an additional 72 hours to provide us with a new credit card.
If the replacement credit card is invalid, the Service may be cancelled and all the information contained within your account deleted permanently. ProofHQ accepts no liability for information that is deleted due to an invalid credit card.
Once your account is cancelled all of your Content will be immediately deleted from the Service. Since deletion of all data is final, please be sure that you do, in fact, want to cancel your account before doing so.
We reserve the right to modify or terminate the ProofHQ service for any reason, without notice at any time.
Fraud: Without limiting any other remedies, ProofHQ may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.
Refunds may be offered at ProofHQ's discretion.

Price and Service Changes:

Prices for using ProofHQ are subject to change upon 14 days notice from ProofHQ. Such notice may be provided at any time by posting the changes to the ProofHQ web site (www.proofhq.com) or the Profile menu of your ProofHQ account via an announcement.
ProofHQ reserves the right at any time to time to modify the Service (or any part thereof) with or without notice.
ProofHQ shall not be liable to you or to any third party for any modification or price change of the Service.

ProofHQ Privacy Policy:

Registration data and certain other information about you is subject to our Privacy Policy, the terms of which are incorporated into this Agreement by reference. The terms of our Privacy Policy may be found here. You represent and warrant to ProofHQ that you have obtained all required consents with respect to any personal information provided by you to ProofHQ in respect of your users, and that ProofHQ may use such personal information for the purposes of contacting the members and operating the Service.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PROOFHQ EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE AND NON-INFRINGEMENT.
PROOFHQ WILL MAKE REASONABLE EFFORTS TO MAINTAIN THE SERVICE, HOWEVER, PROOFHQ IS NOT RESPONSIBLE FOR ANY DAMAGE, LOSS OF DATA, CUSTOMER INFORMATION OR VENDOR DATA, REVENUE, OR OTHER HARM TO BUSINESS ARISING OUT OF DELAYS, NON-AVAILABILITY, MISDELIVERY OR NONDELIVERY OF INFORMATION, RESTRICTION OR LOSS OF ACCESS, BUGS OR OTHER ERRORS, UNAUTHORIZED USE DUE TO YOUR SHARING OF ACCESS TO THE SERVICE, OR OTHER INTERACTION WITH THE SERVICE. YOU ARE RESPONSIBLE FOR MAINTAINING AND BACKING UP YOUR DATA AND INFORMATION THAT MAY RESIDE ON THE SERVICE.
PROOFHQ DOES NOT WARRANT THAT: THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS; THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

LIMITATION OF LIABILITY

BOTH PARTIES EXPRESSLY UNDERSTAND AND AGREE THAT EACH PARTY SHALL NOT BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PROOFHQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:

THE USE OR THE INABILITY TO USE THE SERVICE.
THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE.
UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA.
STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE.
ANY OTHER MATTER RELATING TO THE SERVICE