Force Majeure. PROOF will not be liable for any failure to perform, or delay in performing, its obligations if such performance has been delayed, interfered with or prevented by an event of Force Majeure. As used in this Section, “Force Majeure” means any circumstances whatsoever which are not within the reasonable control of the party affected thereby, including without limitation any act of nature, war, insurrection, riot, strike or labor dispute, shortage of materials, fire, explosion, flood, government action, embargo, boycott, or inability to obtain or maintain any government permit or approval.

Full Agreement. Unless a mutually executed agreement between you and us states otherwise, these Terms make up the entire agreement between you and us regarding the Website. We may ask you to agree to additional terms for certain of the Website and/or Products in the future, which will govern to the extent there is a conflict between these Terms and such additional terms. Also note, these Terms may be updated without notice, as needed, and such Terms and applicable policies will govern the use of the Website. Your continued use of the Website confirms your acceptance of these Terms, as amended. If you do not agree to these Terms, as amended, you must stop using the Website. Please review these Terms from time to time. Any amendment to or waiver of these Terms requires our express written consent.

The Products are not intended for distribution to or use in any country where such distribution or use would violate local law or would subject us to any regulations in another country. We reserve the right to limit the use of the Website and/or Products in any country. Our Terms are written in English (U.S.). Any translated version is provided solely for your convenience. To the extent any translated version of these Terms conflicts with the English version, the English version controls.

Trade and Export Laws. You agree to comply with all applicable U.S. and non-U.S. export control and trade sanctions laws (“Export Laws”).

Our Transfer of Rights. All of our rights and obligations under these Terms are freely assignable by us to any of our affiliates or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and we may transfer your information to any of our affiliates, successor entities, or new owner. If we fail to enforce any of these Terms, it will not be considered a waiver.

Waiver and Severability.  No provision of this Agreement will be waived by any act, omission or knowledge of a party or its agents or employees except specifically in a writing signed by the waiving party.  If any provision of these Terms is deemed unenforceable, invalid, unlawful, or void by a court, that provision will be stricken or modified, shall not affect the validity and enforceability of the remaining provisions, and the remainder of this Agreement will be in full force and effect.

Information Operations and Practices Agreement. You agree to our information practices, including the collection, use, processing, and sharing of your information as described in these Terms, including in the Privacy and Data Policy, and any applicable policies, as well as the transfer and processing of your information to the United States and other countries globally where we have or use facilities, service providers, or partners, regardless of where you use the Website. You acknowledge that the laws, regulations, and standards of the country in which your information is stored or processed may be different from those in which it is collected or disseminated, and you agree to allow such collection, storing, and transfer as needed. If you access the Website from outside of the U.S., you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

Attorneys’ Fees.  In any litigation arising from or related to your use of the Website or these Terms, and all appellate proceedings arising therefrom, each party shall bear its own costs relating to such litigation, including, without limitation, its own attorneys’ fees and all other costs.

Links to Other Sites.  The Site may contain links to third party websites. These links are provided solely as a convenience to you and not as an endorsement by us of the contents on such third-party websites. We are not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party websites. If you decide to access linked third-party websites, you do so at your own risk. We strongly advise you to read the terms and conditions and privacy statements for each and every website you visit.

Release and Limitation of Liability

Release. YOU RELEASE US, OUR SUBSIDIARIES, AFFILIATES, AND OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AND AGENTS (TOGETHER, THE “

PROOF PARTIES”) FROM ANY CLAIM, COMPLAINT, CAUSE OF ACTION, CONTROVERSY, OR DISPUTE (TOGETHER, “RELEASED CLAIM”) AND DAMAGES, KNOWN AND UNKNOWN, RELATING TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ANY SUCH RELEASED CLAIM YOU HAVE AGAINST ANY THIRD PARTIES. YOU WAIVE ANY RIGHTS YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE §1542, OR ANY OTHER SIMILAR APPLICABLE STATUTE OR LAW OF ANY OTHER JURISDICTION, WHICH PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO RELEASED CLAIMS WHICH A PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH ANOTHER PARTY.

Limitation of Liability. THE PROOF PARTIES WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH THESE TERMS, US, OR THE PROOF WEBSITE AND/OR PRODUCTS, EVEN IF THE PROOF PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SUCH DAMAGES INCLUDE, BUT ARE 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. OUR AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH THESE TERMS, US, OR THE PROOF WEBSITE AND/OR PRODUCTS WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNT YOU HAVE PAID TO US IN THE PAST TWELVE MONTHS. THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN OUR TERMS, IN SUCH CASES, THE LIABILITY OF THE PROOF PARTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Forum and Venue. You agree that you will resolve any Claim you have with us relating to, arising out of, or in any way in connection with these Terms, us, the Website and/or Products (each, a “Dispute,” and together, “Disputes”) exclusively in a federal or state court of competent jurisdiction located in the State of New York.  You hereby consent to said courts’ personal jurisdiction over you and waive any defense, whether asserted by motion or pleading, that the State of New York is an improper or inconvenient venue.  This is intended to be mandatory, and not a permissive, forum selection provision.  Provided, however, nothing in this section shall prevent a party from enforcing a judgment it obtains against the other party in any other jurisdiction.

Governing Law. The laws of the State of New York govern these Terms, as well as any Disputes, including, but not limited to, non-contractual disputes or claims, which might arise between PROOF and you, without regard to conflict of law provisions.