Please read these Terms of Use carefully before using the Website.

Terms of Use

Effective July 1, 2023

Acceptance of Terms

These Terms of Use (“Terms of Use”) apply to your Use of our Website (“Website”). Using the Website, you confirm that you accept these Terms of Use and agree to comply. You may not use the Website if you disagree with these terms of Use. The Terms of Use constitute a legal agreement between you and any entity you represent (collectively, “you” and “your”) and Proven PCI, Inc. (“Proven”).

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Privacy Policy

These Terms of Use refer to our Privacy Policy which also applies to your Use of the Website. Our Privacy Policy sets out the terms on which we process any personal data we collect from you or that you provide to us.

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Changes to Terms of Use

We may update these Terms of Use anytime, and any change will be effective upon posting. It is your responsibility to check these Terms of Use regularly. Your continued use of the Website after posting updated Terms of Use means you accept the changes.

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Changes to the Website

We may update the Website occasionally and change the content at any time at our sole discretion. All changes will be effective immediately upon posting.

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Intellectual Property Rights

We own all intellectual property rights on the Website and in the published material. We reserve all rights not expressly granted under these Terms of Use, including all intellectual property rights. No license or other rights are granted except as these Terms of Use expressly stated. You may use the Website solely for informational and noncommercial purposes. You may not copy, publish, download, display, distribute, modify, remove, alter, or make derivative works of any Website content.

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DISCLAIMER OF WARRANTIES

YOUR USE OF THIS WEBSITE IS AT YOUR OWN RISK. ALL WEBSITE CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES OR GUARANTEES W ATSOEVER. PROVEN EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPER Y RIGHTS. WITHOUT ANY LIMITATION WHATSOEVER, PROVEN MAKES NO WARRANTY OR GUARANTEE THAT THE WEBSITE WILL BE

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UNINTERRUPTED, AVAILABLE, ACCURATE, COMPLETE, TIMELY, SECURE, AND FREE FROM ERRORS, OMISSIONS, VIRUSES, OR OTHER HARMFUL COMPONENTS.

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LIMITATION OF LIABILITY

IN NO EVENT WILL PROVEN BE LIABLE TO YOU OR A THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THE WEBSITE, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH TH WEBSITE. THIS EXCLUSION AND WAIVER OF LIABILITY INCLUDES, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS, OR LOSS OF DATA, EVEN IF PROVEN IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUC DAMAGES. THIS EXCLUSION APPLIES TO ALL CAUSES OF ACTION WHATSOEVER AND WHERESOEVER, NO MATTER THE LEGAL THEORIES, AND WILL APPLY TO THE FULLEST EXTENT PERMISSIBLE BY LAW.

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Prohibited Uses

At all times, you may use our Website only for lawful purposes. You may not use the Website to:

• breach in any way applicable local, national, or international law or regulation; • create any unlawful or fraudulent purpose, effect, usage, or program;

• transmit or procure the sending of any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (“spam”); or,

• transmit any data, upload, or send any material that contains viruses, Trojan horses, worms, time bombs, keystroke loggers, spyware, adware, logic bombs, or other material that is malicious or technologically harmful or designed to affect the operation of any computer software or hardware adversely.

In addition, you agree to not:

• duplicate in any form part or all of the Website or any software used in conjunction with the Website;

• copy in any manner or resell any part of the Website in violation of these Terms of Use; • utilize any robot, spider, or other manual or automatic device or process to download, change, retrieve, or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents;

• modify, adapt, transfer, reverse engineer, decompile, or disassemble any portion of the Website or any software used by or in conjunction with the Website; or,

• access without authority, interfere with, damage, or disrupt any part of the Website, any equipment or network on which the Website is stored, or any software used to provide the Website.

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Suspension and Termination

We will use our sole discretion to determine whether you have breached these Terms of Use and what response or action we will take. Failure to abide by these Terms of Use constitutes a material breach, which may result in one or all of the following actions:

• issue a written warning to you;

• terminate your right to use the Website;

• institute an arbitration proceeding requiring you to indemnify us for any costs, fees, and expenses, including, but not limited to, administrative and all legal expenses; or

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• advise appropriate law enforcement authorities of your actions.

 

In addition, we may take any other and further action we deem reasonably appropriate due to your breach of these Terms of Use. Further, we expressly exclude any liability for any activity we may take in response to your violation of these Terms of Use.

Indemnity

 

You agree to indemnify and hold Proven, its officers, directors, employees, independent contractors, and agents harmless from any claims, demands, proceedings, liabilities, costs, expenses, charges, damages, and actions whatsoever and wheresoever, including reasonable attorney’s fees and other legal expenses howsoever incurred as a result of your Use of the Website or breach of these Terms of Use.

 

No Linking to the Website

You may not link to or frame the Website. If you wish to use the content on the Website, you must first contact legal@provenpci.co for written approval.

 

Third-Party Links and Resources

We may provide links to other sites and resources for your information. We have no control over the resources or contents of those sites and accept no responsibility for them or for any loss or damage that may arise from your Use of them.

 

Governing Law and Venue

All matters relating to the Website and these Terms of Use, including any dispute, difference, controversy, or claim (“claim”), shall be governed by and construed following the laws of the State of Mississippi, without giving effect to any choice or conflict of law provision or rule. Further, you agree to submit to the jurisdiction and venue of the courts of DeSoto County, Mississippi, and the United States District Court for DeSoto County, Mississippi.

 

All claims shall be settled through negotiation between the parties. Suppose a lawsuit has not been resolved within 30 days of the parties’ first negotiation. In that case, it shall be settled by binding arbitration before a single arbitrator in DeSoto County, Mississippi, following the Commercial Arbitration Rules (including Procedures for Large, Complex Commercial Disputes) of the American Arbitration Association. The arbitrator shall be mutually agreed to by the parties from a panel of arbitrators submitted by the AAA. The arbitrator shall decide all issues presented following the provisions and commercial purposes of these Terms of Use but shall not have the power to award damages other than those that may be described in this SLA. The prevailing Party of any claim shall be entitled to, and the arbitrator shall have jurisdiction to award, the recovery of reasonable attorneys’ fees, legal expenses, and other costs and expenses.

Judgment on any resulting award may be entered into by any appropriate court having jurisdiction over the parties or their respective property.

 

Waiver

Any decision to not exercise or failure to exercise any right or remedy to which we are entitled under these Terms of Use shall not be construed as a waiver of that right or remedy and shall not relieve you from strict compliance with the Terms of Use.

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Severability

Suppose an arbitrator or other competent legal authority deems any provision of these Terms of Use invalid, unlawful, or enforceable. In that case, that provision shall be removed so the remaining terms, covenants, and conditions shall remain valid to the fullest extent of the law.

 

Entire Agreement

These Terms of Use constitute the entire agreement between you and us concerning your Use of the Website and supersedes any prior understanding or written or oral agreement. Further, neither you nor we have relied upon any oral or written representation, promise, or undertaking in any negotiations except as expressly stated in these Terms of Use.

Thank you for visiting the Website.

To contact us, email legal@getprovenpci.com

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