Last updated: March 1, 2023

Introduction

Proofminder Services Ltd. (“Proofminder” or “we”) provides an online platform and services that enable customers to integrate visual intelligence into their products and business processes. These offerings are provided by Proofminder at the Internet site proofminder.com and its sub-domains (the “Site” and, together with any related software, tools and services provided in connection with the Application or Site, the “Service”).

The following terms and conditions (“Terms of Service”) and our Privacy Policy, highlighted on our website at  https://proofminder.com/policy and which is incorporated herein by reference into these Terms of Service. These Terms of Service govern your access to and use of the Proofminder Service and all Site Content and constitute a binding legal agreement between you and Proofminder. This Service Agreement is entered into, and effective as of the day of your “Acceptance” (“Effective Date”), by and between Proofminder Services Ltd. (company register number 01-09-411827), Nadorliget u.8/B, 1117 Budapest, Hungary (referred to as: Proofminder) and the Company or entity you represent (“Client” or “Client” or “You”).

Definitions

• “Proofminder Content” means Content that Proofminder makes available through the Site or Proofminder Service, including any Content licensed to Proofminder from a third party, but excluding Client Content.
• “Client” means a person or entity who completes Proofminder’s account registration process, as described under “Account Registration” below.
• “Corporate Client” means a Client that is a company or other legal entity, rather than an individual.
• “Client Content” means Content that the Client posts, uploads, publishes, submits or transmits to be made available through the Proofminder Service, including, without limitation, comments to the Proofminder blog.
• “Site Content” means Proofminder Content and Client Content.
• “Client Data” all data, works and materials uploaded to or stored on the System by Client; transmitted by the System at the sole discretion of the Client; supplied by the Client to Proofminder for uploading to, transmission by, or storage on the System; or generated by the System as a result of the use of the Proofminder Services by the Client.
• Benchmark Data: means data that may be derived from Client Data by Proofminder, nevertheless Benchmark Data means aggregate data that does not contain any specific Client data based on which it could be reasonably reconstrued by any third party that the data was directly derived from Client Data. By the use of Proofminder Services, Client unconditionally accepts that Client Data may be used by Proofminder to construct aggregate Benchmark Data, which constitutes sole ownership of Proofminder IP.
• “Account” means an account enabling a party to access and use the Proofminder Services, including both administrator accounts and user accounts.
• “Proofminder Services” means both the Proofminder Software (used either through the cloud, as Software as a Service or On-Premise) and Services (related to the Proofminder Software, including customization and enhancement of the Proofminder Software / Service), which will be made available by Proofminder to You as a service in accordance with this Agreement.
• “System” means the platform managed by Proofminder and used by Proofminder to provide the Proofminder Services, including the application and database software for the Proofminder Services, the system and server software used to provide the Proofminder Services, the computer hardware on which that application, database, system and server software are installed, and for purposes of clarity the Proofminder source code, application files, install files and all related software developed by Proofminder, including the original and all whole or partial copies, and all related licensed materials (including without limitation keys and the Documentation) and any improvements and updates if and when they become available.
• Proofminder IP: defined at part „Intellectual Property” referred below.

By accessing or using the Proofminder Service you represent and warrant to Proofminder that: (i) you are of legal age to form a binding contract, (ii) all registration information you submit is accurate, current and complete; (iii) you will maintain the accuracy and completeness of such information; (iv) if you are accepting these Terms of Service on behalf of a company or other legal entity, you have the authority to bind that company or legal entity to these Terms of Service.

Privacy

See Proofminder’s Privacy Policy at https://proofminder.com/policy for information and notices concerning Proofminder’s collection and use of your personal information.

Software licence agreement

The Proofminder Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

Modification

Proofminder reserves the right, at its sole discretion, to modify, discontinue or terminate the Proofminder Service or to modify these Terms of Service, at any time and without prior notice. If we modify these Terms of Service, we will post the modification on the Site or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms of Service or on the Site or Application. By continuing to access or use the Proofminder Service after we have posted a modification on the Site or Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the Proofminder Service.

Account Registration

In order to access the Proofminder Service, you must register to create an account (“Account”) and become a Client. When registering with Proofminder you agree to: (a) provide true, accurate, current and complete information about yourself (or, if applicable, the Corporate User you represent) as prompted by the Proofminder Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Proofminder Service (or any portion thereof).

You may not authorize any third party (other than, if applicable, the employees, consultants or agents of the Corporate Client you represent) to access or use the Proofminder Service on your behalf. You are responsible for maintaining the confidentiality of the user ID and password, and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify Proofminder of any unauthorized use of your user ID or password or any other breach of security. Proofminder cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.

By providing us with your email address, you agree to receive all required notices electronically, to that email address. From time to time, Proofminder will use this email address to send you notifications about product updates and improvements, company news.

Fees and Payment

Signing up for a Proofminder account might entail certain free use (i.e. trial use). In the event you choose to upgrade to paid services, start using paid services or to provide payment information to Proofminder after being prompted to do so, you agree to the pricing, payment and billing policies as set forth (a) herein, (b) on the Proofminder Site and/or if applicable, in a separately executed and accepted purchase order. All fees paid for the Proofminder Service are non-refundable except as expressly provided in these Terms of Service.

All fees under this Agreement are exclusive of any taxes, duties or other such additional sums and are payable in European Union euros.

If your selected Proofminder Service package requires a recurring subscription fee, your Proofminder Service package will automatically renew, unless we terminate it, or you notify us by email (privacy@proofminder.com ) of your decision to terminate your current Proofminder Service package. You must cancel any such Proofminder Service package before it renews in order to avoid billing of subscription fees for the renewal term. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods.

The invoicing and period of performance of Proofminder Services („service period”) is 12 (twelve) months, whereas the Fee of Proofminder Services is payable in advance at the start of Proofminder service period.

Intellectual Property

Proofminder Service: Proofminder shall own and retain all right, title, and interest in and to the Proofminder Service (except for any licensed content and software components included therein). Client agrees not to reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy, alter, modify, or create derivative works of the Proofminder Service or otherwise use the Proofminder Service in any way that violates the use restrictions contained in these Terms of Service. Proofminder does not grant to Client any license, express or implied, to the intellectual property of Proofminder or its licensors. Client further acknowledges and agrees that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of the Proofminder Service is considered the confidential and proprietary information of Proofminder (collectively “Proofminder Confidential Information”).

You acknowledge and agree that the Proofminder Services and the System whereas the Software (any software component provided by Proofminder to carry out the service including Improvements, customisations, enhancements to the Software/Service and including but not limited to any images, graphs, reports, summaries, data-management systems or solutions, photographs, animations, video, audio, music, text, and “applets” incorporated into the Software and the accompanying printed materials, and any copies of the Software except for any licensed content and software components included therein) and all Proofminder’ Benchmark Data, quotes, training and marketing materials, brochures, copyrights, names, trademarks, trade names, know-hows, service marks, or any other identifying characteristics are proprietary intellectual property (collectively the “Proofminder IP”) of significant value and goodwill to Proofminder.

You acknowledge and agree that Proofminder shall be the sole owner of any Improvements, customisations, updates, upgrades, new versions, or new releases of the Proofminder Services and/or the System that are developed by Proofminder (including Benchmark Data) during the term of this Agreement and thereafter, all of which shall be Proofminder IP.

Client Data

Client understands that utilization of the Proofminder Services requires your input and transmission of Client Data to Proofminder and for storage on the Cloud by the System. Accordingly, Client hereby grants to Proofminder a non-exclusive license to copy, reproduce, store, export, adapt, edit and translate the Client Data to the extent reasonably required for the performance of Proofminder’ obligations and the exercise of Proofminder’ rights under this Agreement, together with the right to sublicense these rights to its hosting connectivity and telecommunications service providers to the extent reasonably required for the performance of Proofminder’ obligations and the exercise of its rights under this Agreement.

Client Data: Client shall retain all right, title and interest in and to (a) all graphics, images, files, data and other information transmitted by Client to Proofminder  in connection with its use of the Proofminder  Service and (b) reports and other materials generated by the Proofminder Service following such transmission (collectively, “Client Data”), provided, however, that Client hereby grants to Proofminder a worldwide, royalty-free, non-exclusive license to use (i) data generated as a result of Client’s use of the Proofminder Service solely for purposes of maintaining and improving the Proofminder  Service, and to use (ii) Client Data by Proofminder in order to generate Benchmark Data becoming sole and integrated Proofminder IP legal ownership, which Benchmark Data may be further used and/or sold by Proofminder as part of Proofminder Service to any other Client .

Client warrants to Proofminder that the Client Data or the use of the Client Data by Proofminder in accordance with this Agreement will not (a) breach the provisions of any law, statute or regulation; (b) infringe the Intellectual Property Rights or other legal rights of any person; or © give rise to any cause of action against Proofminder in any case in any jurisdiction and under any applicable law.

Data Protection

Providing Proofminder services may Process Client Information that can be linked to specific individuals (“Personal Data”), whereas we will Process the Personal Data in accordance with applicable law

You warrant that you have the authority to provide the Personal Data to Proofminder in connection with the performance of Proofminder Services and that the Personal Data provided to Proofminder has been Processed in accordance with applicable law.

PROOFMINDER CONFIDENTIALITY OBLIGATIONS

Proofminder will: a. Keep the Client Confidential Information strictly confidential; b. Not disclose the Client Confidential Information to any person without the Client’s prior written consent; and c. Not use any of the Client Confidential Information for any purpose other than the performance of the Proofminder Services under this Agreement

Notwithstanding the above, Proofminder may disclose the Client Confidential Information to the Proofminder’ employees, agents and subcontractors who have a need to access the Client Confidential Information for the performance of their work with respect to the Proofminder Services and who are bound by a written agreement or professional obligation to protect the confidentiality of the Client Confidential Information.

Termination and Account Cancellation

If you breach any of these Terms of Service, Proofminder will have the right to suspend, disable or terminate your Account or terminate these Terms of Service, at its sole discretion and without prior notice to you. Proofminder reserves the right to revoke your access to and use of the Proofminder Service at any time, with or without cause. In the event Proofminder terminates these Terms of Service for your breach, you will remain liable for any and all amounts due hereunder. You may cancel your Account at any time on the Site, or by sending an email to privacy@proofminder.com.

No refund of the Service Fee paid (or any portion thereof) shall be payable upon termination of this Agreement.

Upon termination of this Agreement, You must stop using the Proofminder Services and must return or destroy all copies of the Documentation in Your possession or control. You consent, and shall procure the necessary consent in respect of Your employees, agents and sub-contractors, to such inspections and audits as may be reasonably required by Proofminder to ensure compliance with this clause.
Disclaimers

THE PROOFMINDER SERVICE AND SITE CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, PROOFMINDER EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. PROOFMINDER MAKES NO WARRANTY THAT THE PROOFMINDER SERVICE OR SITE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. PROOFMINDER MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, PROOFMINDER SERVICE OR SITE CONTENT PURCHASED OR OBTAINED THROUGH THE PROOFMINDER SERVICE OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE PROOFMINDER SERVICE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PROOFMINDER OR THROUGH THE PROOFMINDER SERVICE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PROOFMINDER SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PROOFMINDER SERVICE. YOU UNDERSTAND THAT PROOFMINDER DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE PROOFMINDER SERVICE, NOR DOES PROOFMINDER MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PROOFMINDER SERVICE. PROOFMINDER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PROOFMINDER SERVICE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PROOFMINDER SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PROOFMINDER SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PROOFMINDER SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

Indemnity

You agree to defend, indemnify, and hold Proofminder, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Proofminder Service, or your violation of these Terms of Service, including breach of any representations or warranties herein.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PROOFMINDER SERVICE AND SITE CONTENT REMAINS WITH YOU. NEITHER PROOFMINDER NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PROOFMINDER SERVICE OR SITE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, PROOFMINDER SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR PROOFMINDER SERVICE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF PROOFMINDER SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR SITE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PROOFMINDER SERVICE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PROOFMINDER SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PROOFMINDER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL PROOFMINDER’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF PROOFMINDER SERVICE OR FROM THE USE OF OR INABILITY TO USE THE PROOFMINDER SERVICE OR SITE CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO PROOFMINDER FOR USE OF THE PROOFMINDER SERVICE OR CONTENT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PROOFMINDER AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Miscellaneous

Neither of us may assign any of our rights, obligations or claims under this Agreement.

If any provision of this Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions shall remain in full force and effect.

Neither you nor we shall be liable for breach of this Agreement caused by circumstances beyond your or our reasonable control.

You may not rent, lease, or lend the Proofminder Software to any third party.

Governing Law

This agreement shall be construed in accordance with the laws of Hungary (a Member State of the European Union).

Any dispute relating to this Agreement or the Services shall be subject to the exclusive jurisdiction of the courts of Hungary (a Member State of the European Union).

Contacting Proofminder

If you have any questions about these Terms of Service, please contact Proofminder at privacy@proofminder.com or Proofminder Services Ltd., Nadorliget u.8/B, 1117 Budapest, Hungary.