1. TERMS AND CONDITIONS

  1.1 These terms of service together with any Order set out the terms and conditions on which Proof Data Corporation (“Proof”, “we”, “our”, “us”) provides the Services to you.

  1.2 The Agreement is a contract between you and us. The Agreement describes how we will work together and our business relationship.

  1.3 The terms that make up the Agreement are so essential that we cannot provide the Services to you unless you agree to them. Unless we have entered into a separate written agreement you accept these terms of service by signing the Order Form.

  1.4 We may periodically update the terms of service. If you have an active Subscription, we will let you know when we do an update via an email or in-app notification. See further in Section 21.

2. DEFINITIONS

"Action" means any third-party claim, suit, action, or proceeding.

"Confidential Information" means, at set out in Section 16, all information in any form or medium whether disclosed orally, in writing or electronically before or after entering into the Agreement.

"Consulting Services" means the professional services provided to you by us, which may include statistical modelling, training services, installation, integration, or other consulting services.

“Customer Data” means any and all data that you transferred (and/or shared) to, including any data input into the Service and any data output from the Service.

“Delivery Period” means the period as set out in Section 5.4 below.

“Expiration Period” means the period as set out in Section 5.3 below.

"Order" means the Proof-approved form or online subscription process by which you agree to subscribe to Proof products and services. Many Orders are completed through our online payment process or via in-app purchase. The Order may also mean the information in the Order Form constituting a part of the Agreement.

“Parties” means the Customer and the Supplier jointly and a “Party” means any one of them.

“Personal Data” means any information relating to an identified or (direct or indirect) identifiable natural person.

"Service" means our proprietary web-based AI-software platform and its output that you have access to via a subscription in accordance with the Order, and are developed operated, and maintained by us, accessible via www.proofanalytics.ai or another designated URL, and any ancillary products and services.

"Subscription" means the rights and obligations of using the Services, as they are delivered from time to time, in accordance with the Agreement.

"Subscription Fee" means the amount you pay for access to Proof products and services. All fees will be quoted to you in writing, either in a document or via online purchase screen.

"Subscription Term" means the initial term of your subscription to the applicable Service, as specified in your Order(s), and each subsequent renewal term (if any).

"Third-Party Products" means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Service.

3. PROOF’S UNDERTAKINGS

During the Subscription Term, we will provide you access to use the Service as described in the Agreement and the applicable Order. We might provide some elements of the Service through third party service providers.

4. CUSTOMER’S UNDERTAKINGS

  4.1 In order for us to be able to provide the Services to you, you are responsible for the following:

  (a) You shall provide all information and data necessary for us to perform our rights and obligations under the Agreement.

  (b) You are responsible for any faults or defects in the Customer Data and are responsible for the backup of the Customer Data.

  (c) You shall ensure that the Customer Data (i) is free from viruses, trojans, worm and any other malicious software or code, and (ii) is in the agreed format.

  (d) You shall ensure that any login-information, security measures and any other information provided by us in order for you to access the Services are handled in accordance with the confidentiality undertakings in the Agreement.

  (e) You shall notify us if you discover any (i) events of un authorized access to the Services, including any attempts, or (ii) any infringements or attempted infringements that might affect the Service.

  4.2 You agree to comply with all laws in your use of the Services, including any applicable export laws.

  4.3 You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Service or Consulting Services to prohibited countries or individuals or permit use of the Service or Consulting Services by prohibited countries or individuals.

5. CONSULTING SERVICES

  5.1 You may purchase Consulting Services by placing an Order with us. Unless we otherwise agree, the Consulting Services will be delivered in English. Fees for these Consulting Services are in addition to your Subscription Fee. All Consulting Services are performed remotely, unless you and we otherwise agree.

  5.2 For any Consulting Services performed on-site, you will reimburse us our reasonable costs for all expenses incurred in connection with the Consulting Services, including all travel expenses. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice.

  5.3 If there are a specific number of hours included in the Consulting Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase.

  5.4 If there are deliverables included in the Consulting Services purchased, it is estimated that those deliverables will be completed within the time indicated as the delivery period in the applicable description, which delivery period will commence upon purchase.

  5.5 If there is no Expiration Period or Delivery Period indicated, then it will be one hundred and eighty (180)days from the signing of the Agreement.

  5.6 If the Consulting Services provided are not complete at the end of the Delivery Period due to your failure to make the necessary resources available to us or to perform your obligations, such Consulting Services will be deemed to be complete at the end of the Delivery period.

  5.7 If the Consulting Services provided are not complete at the end of the Delivery Period due to our failure to make the necessary resources available to you or to perform our obligations, the Delivery Period will be extended to allow us to complete such Consulting Services.

  5.8 We might provide some or all elements of the Consulting Services through third party service Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable.

6. STARTUP OF THE SERVICES

Upon payment of the first Subscription Fee, we will make the Services available to you. The Services shall be deemed available when you can start using the Services from the website www.proofanalytics.ai.

7. CHANGES TO THE SERVICES

  7.1 We may at any time, without prior notification, make changes to the Service or the way we provide the Service to you, provided that the changes are of insignificance to you.

  7.2 Any other changes, than those covered by Section 7.1, may be implemented after we provide you with a three (3) month written notice to this Should you not accept such changes, you have the right to terminate the Agreement with ninety (90) days written notice, provided that the Agreement is terminated before such changes are implemented.

8. CUSTOMER’S USE OF THE SERVICE (ACCEPTABLE USE POLICY)

  8.1 Unless otherwise agreed in writing, you are granted a non-exclusive right to use the Service in your own business only. However, you have the right to allow a contractor to use the Service on your behalf.

  8.2 If you use the Service in an illicit manner, we reserve the right to, with immediate effect and without prejudice to any other rights and remedies available to us under the Agreement or at law, restrict your access to the Service or terminate the Agreement.

  8.3 We may suspend your access to the Service without notice if you use the Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of the Agreement. We may, without notice, review, edit and delete any Customer Data that we determine in good faith violates these terms, provided that, we have no duty to pre-screen, control, monitor or edit your Customer Data.

9. THIRD-PARTY PRODUCTS

Third-Party Products are not under our control. Third-Party Products are provided to you only as a convenience, and the availability of any Third-Party Product does not mean we endorse, support or warrant the Third-Party Product.

10. SERVICE LEVEL AND MAINTENANCE

  10.1 We always strive to make the Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance. However, we make no warranties in this regard.

  10.2 Any planned down-time for maintenance will occur after we have provided notice at least five days in advance.

11. FEES AND TERMS OF PAYMENT

  11.1 All Subscription Fees are due and payable in advance for the Subscription Term.

  11.2 The Subscription Fee will remain fixed during the Subscription Term unless you upgrade.

  11.3 If you are paying by invoice, you agree to issue a purchase order for the entire value of the Agreement. We will invoice you the Subscription Fee before the beginning of the Subscription Term and each subsequent Subscription Term, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order.

  11.4 If you are paying by credit card, you authorize us to charge your credit card or bank account for all Subscription Fees or any other fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

  11.5 Proof may charge your fees via Proof Data Corporation (US) or one of our subsidiaries. The applicable Proof entity will be specified on your order form.

  11.6 You agree to keep your contact information, billing information and credit card information (where applicable) up to date

  11.7 All Subscription Fees, and any other fees, are exclusive of sales taxes, value-added tax (VAT) and other taxes, which we will charge as applicable and required by a taxing authority. You agree to pay any taxes applicable to your use of the Service and performance of Consulting Services.

  11.8 We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to the Service fourteen (14) days after such notice. We will not suspend access to the Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If access to the Service is suspended for non-payment, we may charge a re-activation fee to reinstate access.

  11.9 If you terminate the Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Service after termination. If we terminate the Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable. access.

12. INTELLECTUAL PROPERTY RIGHTS

  12.1 This is an Agreement for access to and use of the Service, and you are not granted a license to any software by the Agreement.

  12.2 The Service and any deliverables from the Consulting Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to theme

  12.3 You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Service or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us.

  12.4 As between the parties, you own and retain all rights to the Customer Data. The Agreement does not grant us any ownership rights to Customer Data. You grant permission to us and our licensors to use the Customer Data only as necessary to provide the Service and Consulting Services to you and as permitted by the Agreement.

  12.5 You grant us the right to add your company name and company logo to our customer list and website. With your written permission you allow us to make a brief announcement that you are a Proof customer.

  12.6 You may not use our trademarks without our prior written permission.

13. CUSTOMER DATA

  13.1 You are responsible for the accuracy and legality for any and all Customer Data.

  13.2 We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit.

  13.3 We will use Customer Data only to provide the Service and Consulting Services to you and only as permitted by applicable law and the Agreement.

  13.4 We may monitor use of the Service by all our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you.

14. PERSONAL DATA

  14.1 Proof values our customer’s privacy. We will process your Personal Data in accordance with applicable data protection legislation and in accordance with our Privacy You can read our Privacy Policy on our website to find out more about how we process Personal Data and use cookies.

  14.2 You acknowledge that the Customer Data may include Personal Data, and that Proof in all cases acts as the processor of such Personal Data. You are the controller of the Personal Data processed in the Service. Further you understand that if you give an integration provider access to the Service, the integration provider serves as your processor and is in no case our sub-processor.

15. SECURITY

  15.1 We will maintain commercially appropriate technical and organizational security measures to protect the Customer Data and your Personal Data.

  15.2 You consent to the processing of Customer Data in accordance with the Agreement.

16. CONFIDENTIALITY

  16.1 Both you and we agree to keep and procure to be kept secret and strictly confidential all Confidential Information. For the avoidance of doubt Confidential Information shall not be used for any purpose other than complying with the terms and conditions of the Agreement as required by mandatory applicable law.

  16.2 The Confidential Information shall only be revealed to your and our employees, sub- contractors or other persons engaged to whom disclosure is necessary for them to perform their duties for the purpose of the Such persons shall be imposed with the same obligations of confidentiality as set out in the Agreement.

  16.3 The provisions of confidentiality shall not apply to any Confidential Information which the receiving Party can demonstrate:

  (a) is or becomes public knowledge other than by breach of the confidentiality obligations set out in the Agreement; or

  (b) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure.

17. CONTACT AND NOTICES

  17.1 Any notice by you will be sent to the contact address set forth in your Order Form and will be deemed delivered as of the date of actual

  17.2 Any notice by us will be sent to the contact address set forth in the Order will be deemed delivered as of the date of actual receipt.

  17.3 We may give electronic notices by notice via the Service, or via email to your email address(es) on record in our account information for you. You must keep all your account information up to date.

18. LIABILITY & INDEMNITY

  18.1 We will compensate you, and you will compensate us for any loss or damage incurred or suffered as a result of the defaulting Party's material breach of, or default under, the Agreement.

  18.2 Our aggregate liability to you shall be limited to the lesser of five thousand U.S. Dollars or the total amounts you have actually paid for the Service in the twelve- month period preceding the event giving rise to a claim.

  18.3 Unless caused by gross negligence or willful misconduct, a breach of confidentiality obligations or Section 4 below any compensation under the Agreement shall not include loss of profits or other indirect losses or damages.

  18.4 You will indemnify, advance, defend and hold us harmless, at your expense and not ours, against any Action brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (i) unauthorized or illegal use of the Service by you, (ii) your non-compliance with or breach of the Agreement,(iii) your use of Third-Party Products, or (iv) the unauthorized use of the Service by any other person using your login information.

  18.5 We will notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

  18.6 Except for actions for non-payment or breach of the provisions regarding Intellectual Property Rights or Confidentiality, no action, regardless of form, arising out of or relating to the Agreement may be brought by either Party more than one (1) year after the cause of action has accrued.

19. WARRANTIES

  19.1 Each Party represents and warrants to the other that it has full power and authority to enter into the Agreement and that the Agreement is binding upon such Party and enforceable in accordance with its terms.

  19.2 To the furthest extent permitted by law, the Service and Consulting Services are provided "as is" without warranty or condition of any kind.

  19.3 We disclaim all warranties and conditions of any kind, whether express, implied or statutory, with regard to the Service and the Consulting Services, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.

  19.4 We and our affiliates, and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security, or accuracy of the Service, data made available from the Service, or the Consulting Services for any purpose. Application programming interfaces (APIs), where applicable, may not be available at all times.

20. TERM AND TERMINATION

  20.1 Your initial Subscription Term will be specified in your Order. Your account and Subscription of the Service remains in effect unless you terminate it or unless we terminate your account as provided by these terms of service. Your account and Subscription may, depending on your choice in the Order Form, be automatically renewable or valid for a fixed If your Subscription is automatically renewable, your Subscription to the Service will remain in effect and will be renewed automatically at the end of each Subscription Term unless you terminate your Subscription or we terminate it. To prevent renewal of the subscription, you must provide us written notice at least ninety (90) days before the renewal date. If your Subscription is made for a fixed period and/or not automatically renewable, your Subscription will automatically terminate at the end of the agreed Subscription Term. If you add services during the Subscription Term, the fees for these additional services will be pro-rated and they will renew along with your Subscription, unless otherwise indicated in your Order.

  20.2 The renewal pricing set forth in your Order will apply, subject to adjustment as specified in the Section 11 above.

  20.3 Either Party may terminate for cause: (i) upon ninety (90) days’ notice to the other Party of a material breach if such breach remains uncured at the expiration of the notice period, or (ii) immediately, if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. We may also terminate the Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. The Agreement may not otherwise be terminated prior to the end of the Subscription Term.

  20.4 Upon termination or expiration of the Agreement, you will stop using the Service. You are responsible to retrieve the Customer Data before your access to the Service is terminated. We may or may not provide you an opportunity to retrieve Customer Data after the expiration of the Agreement. If we provide you with temporary access to the Service in order for you to retrieve the Customer Data, we may charge a re- activation We may withhold access to Customer Data until you pay any fees owed to us. Thirty (30) days after termination or expiration of the Agreement, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited, delete all Customer Data in our systems or otherwise in our control.

21. CHANGES OF THE TERMS OF SERVICE

  21.1 We may update and change any part or all of these terms of service, or the Agreement, including the fees and charges associated with access to or the use of the Service (but, your fees and charges won’t change during the Subscription Term as we explain in Section 11). If we update or change these terms of service or the Agreement, we will let you know via email or in-service notification. The updated terms of service will become effective and binding on the next business day after it is posted. When we change these terms of service, the date at the end of this document will be updated to reflect the date of the most recent version. We encourage you to review these terms of service periodically.

  21.2 If you do not agree with a modification to the terms of service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms of service of the Agreement prior to modification for the remainder of your current term. Upon renewal, the terms of service published by us on our website will apply.

22. WAIVER

No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

23. FORCE MAJEURE

Neither Party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated Party; government restrictions; or any other event outside the reasonable control of the obligated Party. Each Party will use reasonable efforts to mitigate the effect of a force majeure event. If such an event continues for a continuous period of more than two (2) months, either Party may terminate the Agreement by written notice to the other Party.

24. SEVERABILITY

If any part of the Agreement or an Order is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by the valid, enforceable provision that most closely matches the intent of the original provision. The remainder of the Agreement will continue in effect.

25. NO PARTNERSHIP OR AGENCY

You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

26. ENTIRE AGREEMENT

The Agreement is the entire agreement between us for the purchase and use of the Services, and it supersedes all other proposals and agreements, whether electronic, oral or written, between us.

27. ASSIGNMENT

You will not assign or transfer the Agreement or part thereof, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all the party’s assets, change of control or operation of law, without our prior written consent. We shall be entitled to assign, transfer, mortgage, charge or deal with the Agreement and any of its rights and obligations under or arising out of this Agreement.

28. DISPUTE RESOLUTION AND CHOICE OF LAW

Regardless of your location, you are contracting with Proof Data Corporation and this Agreement is governed by the laws of the State of Texas, U.S.A. without reference to conflicts of law principles. Both parties consent to the exclusive jurisdiction and venue of the courts in the County of Harris in the State of Texas, U.S.A. for all disputes arising out of or relating to the use of Proof products or services.

This version of these terms of service is dated 28 October 2021.