Last Updated: June 11th 2021
Thanks for using Proof.
Please read these Terms carefully. By using Proof or signing up for an account, you’re agreeing to these Terms, which will result in a legal agreement between you and Proof (“Agreement”). We’ll start with the basics, including a few definitions that should help you understand these Terms. Proof (“Proof,” “we,” or “us”) is the world’s first on-demand service-of-process platform that provides instant access to experienced servers and the ability to track a serve in real-time from a desktop computer or mobile device (the “Service”).
Our website, https://www.proofserve.com, and any other website, operated or controlled by us (we’ll collectively refer to these as the “Proof Site”). Proof is a Colorado corporation. Proof has employees, independent contractors, and representatives (“our Team”). As a customer of the Service or a representative of an entity that’s a customer of the Service, you’re a “User” according to this Agreement (or “you”).
If you have any questions about our Terms, feel free to contact us.
In order to use the Service, you must:
be at least eighteen (18) years old and able to enter into contracts;
complete the account registration process;
agree to these Terms;
provide true, complete, and up-to-date contact and billing information;
not be based in Cuba, Iran, North Korea, Syria, or any other territory that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist-supporting” country; and
not be listed on any U.S. government list of prohibited or restricted persons.
By using the Service, you represent and warrant that you meet all the requirements listed above, and that you won’t use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.
Proof may refuse service, close accounts of any User, and change eligibility requirements at any time.
When you sign up for an account and agree to these Terms, the Agreement between you and Proof is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue for as long as you have a Proof account or until you or we terminate the Agreement in accordance with these Terms, whichever happens first. If you sign up for an account on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.
3. Closing Your Account
You or PROOF may terminate or suspend your access to all or part of the Proof Site, without notice, for any conduct that Proof, in its sole discretion, believes is in violation of these Terms or any applicable law or is harmful to the interests of another user or the Proof. We may suspend the Service to you at any time, with or without cause, in our sole discretion. If we terminate your account with or without cause, we won’t refund or reimburse you in any situation, including if your account is suspended or terminated for cause, such as for a breach or violation of the Terms or the Agreement. Once your account is terminated, you acknowledge and agree that we may permanently delete your account and all the data associated with it. Usernames are unique and can only be used once. If your account has been terminated, the username will no longer be available for use on any future accounts and cannot be reclaimed.
If your account is terminated for any reason, you must obtain written authorization from Proof prior to establishing another account. If you attempt to establish another account without obtaining such authorization, Proof may permanently ban you from the Service. You may not have more than one active account at any time without the written consent of Proof in each instance.
We may change any of the Terms by posting revised Terms on the Proof Site. Unless you terminate your account, the new Terms will be effective immediately upon posting and apply to any continued or new use of the Service. We may change the Service, or any features of the Service at any time, and we may discontinue the Service, or any features of the Service at any time.
5. Account and Password
You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to and any activity occurring in such account (other than activity that Proof is directly responsible for that isn’t performed in accordance with your instructions), whether or not you authorized that activity. You’ll immediately notify us of any unauthorized access or use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords. We don’t have access to your current password, and for security reasons, we may only provide you with instructions on how to reset your password. We have the right to update any of your contact information in your account for billing purposes. In addition, you represent and warrant that all information you provide to us when you establish an account, and when you access and use the Service, is and will remain complete and accurate. We may contact you, or any seat, authorized user, or login added to your account, based on the information provided in your account.
6. Debit and Credit Cards
As long as you’re a User with an outstanding balance with us, you’ll provide us with valid debit or credit card (“card”) information and authorize us to deduct your charges against that card. You’ll replace the information for any card that expires with information for a valid one. If your card is automatically replaced with a new card by a payment processor, you acknowledge and agree that we’re authorized to deduct any charges on your account against the new card. Anyone using a card represents and warrants that they are authorized to use that card, and that any and all charges may be billed to that card and won’t be rejected. If we’re unable to process your card order, we’ll try to contact you by email and may suspend your account until your payment can be processed.
Once you initially authorize Proof to charge your card, any charges on your card will appear as pending charges. It may take several days after any attempts of service-of-process before charges from Proof post to your card.
Since Proof offers non-tangible, irrevocable services, we do not issue refunds, discounts, or credits of any kind, even if Proof is unable to complete service-of-process. While we make good faith efforts to complete service-of-process, executing service is not always possible. This may occur due to inaccurate information being supplied by the User; or when we conclude, in our sole discretion, that effectuating service-of-process is too dangerous or risky for our process servers; or when we determine, in our sole discretion, that future attempts to effectuate service-of-process would likely be futile. Even in these situations, Proof will not issue a refund, discount, or credit. You are paying for our attempts at service-of-process--not for our successfully executing service-of-process. As a User, you are responsible for understanding this upon initially utilizing our Service and providing payment. Additionally, you will not be entitled to a refund or credit from us should we refuse service, suspend, close or terminate any account of any User, for any reason, in accordance with these Terms.
8. Billing Changes & Additional Fees
We may change our fees at any time by posting a new pricing structure to the Proof Site or in your account and/or sending you a notification by email. Quoted fees don’t include sales or other transaction-based taxes of any kind.
If a User provides an inaccurate or incorrect address for service-of-process, and the User has authorized Proof to perform skiptracing, Proof will automatically perform skiptracing and the User will be accessed a previously agreed upon additional fee for the skiptracing.
9. Feedback and Proprietary Rights
We own all proprietary rights in the Service, including, but not limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property rights. You will respect our proprietary rights in the Service.
You shall retain all right, title, and interest in and to the material, content, data, and information (including your personal information and the personal information of others) you submit to Proof in the course of using the Service or which Proof otherwise retrieves or accesses at your direction or with your permission (collectively, your “Content”). Subject to these Terms, you grant us permission to use or disclose your Content (including any personal information therein) only as necessary to provide the Service to you and/or as otherwise permitted by these Terms. You represent and warrant that: (i) you own or have otherwise obtained all necessary rights, releases, and permissions to submit all your Content to the Service and to grant the rights granted to us in these Terms and (ii) your Content and its submission and use as you authorize in these Terms will not violate (1) any applicable law, (2) any third-party intellectual property, privacy, publicity, or other rights, or (3) any of your or third-party policies or terms governing your Content.
You may provide or we may ask you to provide suggestions, comments, input or other feedback (“Feedback”) regarding the Service. If you provide us with any Feedback, then you grant us a royalty-free, non-exclusive, worldwide, sublicensable, and transferable license to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback as we see fit. Any Feedback you choose to provide is given entirely voluntarily. You understand that you will not receive any compensation for your Feedback, and that we may use any Feedback you provide to improve the Service or to develop new features and services.
10. General Rules
You agree to use the Proof Site only for lawful purposes and that you are responsible for your use of and communications at the Proof Site. We may suspend or terminate your account if we determine, in our sole discretion, that you posted on or transmitted through the Proof Site any unlawful, infringing, threatening, harassing, defamatory, vulgar, obscene, profane, indecent, offensive, hateful or otherwise objectionable material of any kind, including any material that encourages criminal conduct or conduct that would give rise to civil liability, infringes others’ intellectual property rights or otherwise violates any applicable local, state, national or international law. We also may suspend or terminate your account if we determine, in our sole discretion, that you engaged in conduct that could be reasonably perceived to harm, threaten, promote the harassment of, promote the intimidation of, promote the abuse of, or promote discrimination against others, including our Team, based solely on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease, or immigration status.
Proof does not support and will not tolerate the Service being used to discriminate against others, including our Team, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin. You are not permitted to use the Service in a manner which would or would likely incite, promote or support such discrimination and you must not use the Service to incite or promote hostility or violence. If we believe, in our sole determination, that your use of the Service is being used to discriminate, especially if based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin, we may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason.
You agree not to use this Proof Site in any manner that interferes with its normal operation or with any other user’s use and enjoyment of the Proof Site.
Proof also does not allow the distribution of Content that is, in our sole discretion, materially false, inaccurate, or misleading in a way that could deceive or confuse others about important events, topics, or circumstances.
If you violate any of these rules, then we may, in our sole discretion, issue a warning, suspend, or terminate your account without warning.
11. Compliance with Laws
You represent and warrant that your use of the Service will comply with all applicable laws and regulations. You’re responsible for determining whether the Service is suitable for you to use in light of your obligations under any regulations like HIPAA, GLB, Data Protection Laws, United States export control laws and regulations and economic sanctions laws and regulations (“U.S. Export Control Laws and Regulations”), or other applicable laws. If you’re subject to regulations (like HIPAA) and you use the Service, then we won’t be liable if the Service doesn’t meet those requirements. You may not use the Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, Children’s Online Privacy Protection Act, or any other applicable laws.
You agree to indemnify and hold us harmless from any losses, including all legal fees and expenses, that result from your breach of this Section 11.
12. Limitation of Liability
To the maximum extent permitted by law, you acknowledge and agree that (i) you assume full responsibility for any loss that results from your use of the Service; (ii) we and our Team won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages; and (iii) in any calendar month, our total liability to you arising under or in connection with the Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—will be no more than what you paid us for the Service.
For the avoidance of doubt, in no instance will we or our Team be liable for any losses or damages you suffer if you use the Service in violation of these Terms, regardless of whether we terminate or suspend your account due to such violation.
13. No Warranties
To the maximum extent permitted by law, we provide the Service as-is. This means that, except as expressly stated in these Terms, we don’t provide warranties, conditions, or undertakings of any kind in relation to the Service, either express or implied. This includes, but isn’t limited to, warranties of merchantability and fitness for a particular purpose, which are, to the fullest extent permitted by law, excluded from the Agreement.
You agree to defend, indemnify and hold us, our Team, and our subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) that directly or indirectly result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or any other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold us harmless from any losses, including legal fees and expenses, that directly or indirectly result from (i) your use of the Service, (ii) your violation of any laws or regulations, (iii) third-party claims that you or someone using your password did something that, if true, would violate any of these Terms, (iv) any misrepresentations made by you, or (v) a breach of any representations or warranties you’ve made to us.
15. Equitable Relief
Your violation of these Terms may cause irreparable harm to us and our Team. Therefore, we have the right to seek injunctive relief or other equitable relief if you violate these Terms (meaning we may request a court order to stop you).
16. Subpoena Fees
If we have to provide information in response to a subpoena, court order, or other legal, governmental, or regulatory inquiry related to your account, then we may charge you for our costs. These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.
17. Notice to U.S. Government End Users
The Software and the Proof Site, including all documentation, are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, and consist of “Commercial Computer Software” and “Commercial Computer Software Documentation.” The Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. government end users:
only as Commercial Items,
with the same rights as all other end users, and
according to the Terms.
Published and unpublished rights are reserved under the copyright laws of the United States. The manufacturer is located at 1800 N. Gaylord St., Denver, Colorado, 80206.
We may assign our rights to any other individual or entity at our discretion.
The parties acknowledge and agree that any and all disputes, controversies, or claims arising out of or relating to this Agreement or any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. Judgment on the award rendered by the arbitrator may be entered in any federal or state court of competent jurisdiction located in the County of Denver in the State of Colorado. For more information about arbitration, the AAA and the arbitration process, please consult the American Arbitration Association web site at adr.org. You agree that by entering into this Agreement, you and we are each waiving the right to trial by judge and by jury. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted and, by entering into this Agreement, you are giving up the ability to participate in a class action. All issues are for the arbitrator to decide, except that issues relating to the scope, application, and enforceability of the arbitration provision are for the court to decide. As stated in Section 20 below, Colorado law applies to any arbitration under this section, but the parties acknowledge that the Federal Arbitration Act governs the interpretation and enforcement of this provision. This agreement to arbitrate shall survive termination of this Agreement. This arbitration agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and, if the law allows, they can seek relief against us for you. The arbitration will take place in the County of Denver in the State of Colorado.
The arbitrator may award money or equitable relief in favor of only the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by both parties. Unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
20. Choice of Law
The State of Colorado’s laws, except for conflict of laws rules, will apply to any dispute related to the Agreement or the Service. For all litigation which may be brought, subject to the requirements for arbitration as stated in Section 19 above, with respect to any controversy or claim, arising out of or relating to this Agreement or any relationship between us, the sole jurisdiction and venue for such litigation will be an appropriate federal or state court located in Denver County, in the State of Colorado, and each party consents to personal jurisdiction in those courts.
21. Force Majeure
We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, pandemics, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers, or third-party internet service providers.
Even if this Agreement is terminated, the following sections will continue to apply: Feedback and Proprietary Rights, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Agreement to Arbitrate, Choice of Law, Severability, and Entire Agreement.
If it turns out that a section of these Terms isn’t enforceable, then that section will be removed or edited as little as required, and the rest of the Agreement will still be valid.
The headers are provided only to make these Terms easier to read and understand. The fact that we wrote these Terms won’t affect the way the Agreement is interpreted.
If we don’t immediately take action on a violation of these Terms, we’re not giving up any rights under the Terms, and we may still take action at some point.
25. No Changes in Terms at Request of User
Because we have so many Users, we can’t change these Terms for any one User or group.
26. Further Actions
You’ll provide all documents and take any actions necessary to meet your obligations under these Terms.
27. Notification of Security Incident
If we become aware of a security incident related to our systems or databases that contain personal information of you or your contacts, we’ll notify you if required by law. In that event, we’ll also provide you with information about that incident so that you can evaluate the consequences to you and any legal or regulatory requirements that may apply to you, unless we’re prevented from doing so by legal, security or confidentiality obligations. Notifying you of a security incident or cooperating with you to respond to one will not be deemed an acknowledgement or assumption of any liability or fault of Proof for such incident.
Any notice to you will be effective when we send it to the last email or physical address you gave us or when posted on our Proof Site. Any notice to us will be effective when delivered to our legal counsel: Proof Legal Counsel, 1800 N. Gaylord St., Denver, Colorado, 80206.
29. Entire Agreement
These Terms you’ve agreed to by using our Proof Site make up the entire agreement between us in relation to its subject matter and supersede all prior agreements, representations, and understandings.
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Thank you for taking the time to learn about Proof's Terms of Service.