Terms of Use

Updated May 2019

This Site is provided by PROOF.VC (“PROOF” and “we” or “us” or “our”). Your use of this website (“Site”)  is subject to these Terms of Use (“Terms”). Please read this carefully and be sure you understand it, since it is a legally binding agreement that contains important information about our Site and your permitted use of it. From time to time we may unilaterally modify these Terms, at our sole discretion and without notice, so it is important that you review these Terms every time you use this Site.  Continued use of the Site following any modifications to the Terms indicates you acknowledge and agree to be bound by such modifications.

PLEASE READ THESE TERMS CAREFULLY. YOUR USE OF THIS SITE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY AND COMPLY WITH ALL OF THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN DO NOT USE THIS SITE.

NOTE:  THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH THE COMPANY.  YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.

Right to use the Site

By using this Site, you represent, acknowledge and agree that you are at least 18 years of age.  If you are not at least 18 years of age, you may not use the Site at any time or in any  manner or submit any information to us.

PROOF grants you a limited, non-exclusive, revocable license for you to use this Site for your personal perusal, information, education, and communication. This Site contains materials and other items relating to PROOF, and similar items from our portfolio companies, business partners and other third parties (collectively, the “Content”). The Content may be in the form of information, text, data, images, graphics, button icons, registered and unregistered trademarks, illustrations, photographs, audio clips, music, sounds, pictures, videos, software, or other forms and formats now known or later invented. In using this Site, you must respect the intellectual property rights of PROOF and others, all as outlined below. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.  If you breach any of these Terms the above license will terminate automatically and you must destroy any downloaded or printed materials from the Site.

Ownership

All Content is copyrighted, and it is either owned or used with permission by PROOF. PROOF disclaims any representation or warranty that your unauthorized use of Content will not infringe upon rights of third parties not owned by or affiliated with PROOF.  Unless otherwise specified in these Terms, all Content, including the arrangement of them on this Site are Our sole property, Copyright © 2015  PROOF.VC.  All rights not expressly granted herein are reserved.

Except as set forth in these Terms or in the text of this Site, you may not reproduce, distribute, publish, transmit, modify, adapt, translate, display, distribute, sell, license, publicly perform, prepare derivative works based upon, or otherwise use or exploit the Content. You may view or download portions of the Content for your personal, non-commercial, non-political, non-networked, informational viewing and use only, provided you do not modify any documents, or delete or change any copyright, trademark or other proprietary notices. The foregoing limited right does not give you any ownership of any Content. Except as expressly provided above, nothing contained in these Terms may be construed as conferring to you (by implication, estoppel, or otherwise) any license or right to any Content under any copyright or any other intellectual property right.

The trademarks, logos, and service marks displayed on this Site are owned by PROOF and third parties, and this Site’s trade dress is owned by PROOF (collectively, the “Trademarks”, which also constitute Content). All Trademarks not owned by PROOF are the property of their respective owners, and are used with permission. Nothing contained on this Site may be construed as granting, by implication, estoppel, or otherwise, any right or license to use any Trademark.

Communications with PROOF

In your communications with PROOF, please keep in mind that any submissions, questions, comments, answers, suggestions, or the like communicated by you to PROOF via this Site or by fax, mail, or otherwise (collectively, “Submissions”) and all intellectual property rights embodied therein are the sole and exclusive property of PROOF, will be treated as non-confidential and non-proprietary, and PROOF will not assume any responsibility, obligation, or liability for them or for PROOF’s receipt or non-receipt of them. PROOF’s receipt of Submissions is not an admission by PROOF of their novelty, priority or originality, and it does not impair PROOF’s right to contest existing or future intellectual property rights relating to Submissions.

Termination; Cooperation with Investigations

PROOF reserves the right, without any limitation whatsoever, to: (a) investigate any suspected breaches of its Site security or its information technology or other systems or networks, (b) investigate any suspected breaches of these Terms, (c) involve and cooperate with law enforcement authorities in investigating any such matters, (d) prosecute violators of these Terms to the full extent of the law, and (e) discontinue this Site or terminate your access to it at any time, without notice, for any reason and without any obligation to you whatsoever.

Privacy and Security

PROOF must collect certain information in order to operate this Site and to fulfill your requests or enable participation in certain online functions. We have adopted reasonable security measures to protect against the loss, misuse, and alteration of the personal information under our control. Please review our Privacy Policy for additional information.

Disclaimers; Limitation of Liability

This Site may include technical inaccuracies or other errors, and your use and browsing of this Site is at your risk. THIS SITE IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROOF DOES NOT WARRANT THAT THIS SITE WILL MEET YOUR REQUIREMENTS OR ACHIEVE A PARTICULAR RESULT, OR THAT YOUR USE OF THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IF YOUR USE OF THIS SITE OR THE MATERIAL CONTAINED ON THIS SITE RESULTS IN YOUR NEED TO SERVICE OR REPLACE ANY PROPERTY, MATERIAL, EQUIPMENT, DATA, OR OTHER ITEM, THEN PROOF WILL NOT BE LIABLE FOR THOSE COSTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING SENTENCES, PROOF WILL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIIMITATION, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF PROOF KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE. THE DISCLAIMERS AND LIMITATIONS CONTAINED IN THIS PARAGRAPH ARE A MATERIAL PART OF OUR AGREEMENT TO PROVIDE THIS SITE TO YOU.

Links to Third Party Websites

This Site may contain links to third-party, non-PROOF sites (“Linked Sites”). PROOF has no control over the content of Linked Sites, and PROOF does not assume any obligation to review any Linked Sites. PROOF does not endorse, approve, or sponsor any Linked Sites, or any content, advertising, information, materials, products, services, or other items on or available on or from them, and PROOF disclaims all liability in connection therewith. Any activities you engage in connection with a Linked Site are subject to the privacy policy, conditions of use, and other terms imposed by the operator of the Linked Site and PROOF disclaims all liability in connection therewith.

General

A. Indemnity. You agree to indemnify, defend, and hold harmless PROOF and its officers, employees, agents, business partners, licensors, and licensees from any damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) on account of any claim, suit, action, demand, or proceeding made or brought against any such party, or on account of the investigation, defense, or settlement thereof, arising in connection with your use of this Site.

B. Revisions to this Site and these Terms. PROOF may, in its sole discretion, make changes to any aspect of this Site, including, without limitation, any Content, any activities available on this Site, and any products or services offered through this Site. PROOF may also, in its sole discretion, revise these Terms by updating or revising this document, with the revised terms taking effect as of the date of its posting. Continued use of this Site following the effective date of any such changes constitutes your acceptance of those changes.

C. Operation of Site; Availability of Products and Services. PROOF controls and operates this Site from its headquarters in Reston, Virginia in the United States, and PROOF makes no representation that this Site is appropriate or available for use beyond the United States. If you use this Site from other locations, you are responsible for compliance with applicable local laws. This Site may describe products and services that are not available or approved by the appropriate regulatory authorities in countries other than the United States.

D. Jurisdiction, Venue, and Alternative Dispute Resolution. Any controversy or claim relating to this Site, the Content, or these Terms not otherwise resolved between you and PROOF will be settled solely by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), administered in accordance with the AAA’s Supplementary Procedures for Consumer-Related Disputes. Any such controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in Virginia, and judgment on the arbitration award may be entered into any court having jurisdiction of it. Notwithstanding the above, you may choose to pursue a dispute in court and not by arbitration if: (a) the dispute qualifies for initiation in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt-out of this provision by emailing PROOF at eryn@PROOF.vc the following information: (1) Your name; (2) Your address; (3) A clear statement that You do not wish to resolve disputes with Us through arbitration. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your dispute in arbitration or small claims court. Any claim or cause of action that you may have with respect to this Site, the Content, or these Terms must be commenced within one year after the claim or cause of action arises or it will be forever barred. Any action or proceeding by PROOF relating to your access to, or use of, this Site or any Content in accordance with this paragraph will be instituted in state or federal court in Fairfax County, Virginia. Accordingly, you consent to the personal jurisdiction of the courts in Fairfax County, Virginia with respect to all matters relating to your access to or use of this Site and the Content and waive your rights to removal or consent to removal. These Terms will be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to its conflicts of law provisions. The foregoing provisions of this paragraph will not apply to any legal action taken by PROOF to recover damages for, or seek an injunction in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to this Site, any Content, PROOF’s operations, and/or PROOF’s products or services caused by your act or failure to act.

E. Severability. If any provision of these Terms is deemed unlawful, void, or unenforceable for any reason, then that provision will be deemed severable from the remainder of these Terms and will not affect the validity or enforceability of the remainder of these Terms.

F. Contact Information. If you have questions about these Terms or otherwise need to contact PROOF for any reason, you can write to us at 11911 Freedom Drive, Suite 1080, Reston, VA 20190 call us at 571-969-4926, or email us at eryn@proof.vc.