Terms And Conditions

1. Acceptance of the Terms and Conditions.

• a.Binding Agreement description ProvenPro Inc. (“ProvenPro,” “we,” “us” or “our”) provides and makes available its website located at https://provedpro.com/ (the “Site”), along with its ProvenPro mobile application (the “App,” together with the Site, the “Service”). All uses of the Service are subject to the terms and conditions contained in this User License and Terms of Service (“ULTC”). Please read this ULTC carefully. By accessing, browsing or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by this ULTC. If you do not accept the terms and conditions of this ULTC, then you may not access, browse or use the Service. As further described below, this CTC requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute.
• b.Changes to this ULTC. You understand and agree that ProvenPro may change this ULTC at any time without prior notice; provided that ProvenPro will endeavor to provide you with prior notice of any material changes. You may read the current, efective version of this ULTC at any time by selecting the appropriate link on the Service. The revised ULTC will become efective at the time of posting. Any use of the Service after such date will constitute your acceptance of such revised terms and conditions. If any change to this ULTC is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Service. The terms of this ULTC will govern any updates ProvenPro provides to you that replace and/or supplement any portion of the Service, unless that upgrade is accompanied by a separate license or revised ULTC, in which case the terms of that license or revised ULTC will govern. Notwithstanding the preceding sentences of this Section 1.b, no revisions to this ULTC will apply to any dispute between you and ProvenPro that arose prior to the efective date of such revision.
• c.Privacy Policy. Your access to and use of the Service is also subject to ProvenPro’sPrivacy Policy, the terms and conditions of which are incorporated herein by reference.
• d.Morals Clause. ProvenPro expects that all members utilizing its platform act according to societal standards of morals and customs in all aspects of their professional and public lives, both on and of the ProvenPro platform. ProvenPro stands by a set of standards for the treatment of models and other talent on the ProvenPro platform as well as on photoshoots and other projects organized through ProvenPro. ProvenPro believes that: “Pro is the one who behave like a pro, not the one who have big name logo” We will not stand for bullying, discrimination or any other form of harassment.” Therefore, ProvenPro shall have the right to bar the use or access to the Site and Service if any member has engaged in conduct which would be deemed a violation of this clause or that we believe, in our sole discretion, would tarnish, injure, damage or negatively impact the company’s corporate image or potentially cause harm to any of its users.
• e.Eligibility. THE SERVICE IS NOT FOR PERSONS UNDER THE AGE OF 18 OR FOR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY ProvenPro. IF YOU ARE UNDER 18 YEARS OF AGE, YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. Furthermore, by using the Service, you afrm that you are at least 18 years of age. If you are using the Service on behalf of a company, entity, or organization (collectively “Organization”), then you represent and warrant that you (i) are an authorized representative of that Organization; (ii) have the authority to bind that Organization to this ULTC; and (iii) agree to be bound by this ULTC on behalf of that Organization.

2.The Service

• a.Description. The Service allows end users, who could be clients with no specialty as well as models (“Models”), as well as workers in fashion or photo video production such as a photographer, videographer, actor, makeup artist, stylist, retoucher, makeup artist, hair stylist, video editor, forist, event planner, casting directors etc. (collectively, “Artists,” together with Models, “Talents”) search for another Artists for gigs. Within the service, an Artist also equates to a studio, exclusive cars, yachts, studio owners, interior managers, or managers of movable or immovable property that can be used as a location or as transport for events. Clients, Models and Artists are collectively, “Users.”
• b.Projects. Project - a gig, planned photo or video shoot, festive event, or any other event in which the participation of at least two service users is necessary.
• c.Users. Any user may browse the profles of Talents and create a Project. If a User wants to hire Talent, then the User could initiate a booking by creating a project and set proposed compensation, reservation amount, cancelation policy and required usage within model release.
• d. Project Author. Any User may submit Projects and book Talent through the Service. User creating a project with one or more talents becomes a Project Author.
• f.Accounts. Account - a user`s account in the service`s payment system.
• g.Reservation amount. Reservation amount— a monetary amount, the size of which is determined by the Project Author of the project, reserved equally from the Project Author Account and the Project Participant Account when Talent accepts participation in the Project.
• h. Service Fees. Service Fee – a non-refundable percentage of commission charged by the Service from the Artist paid compensation, as well as reserved amount of the Project Author and the Talent, the size of which is specifed at the www.provedpro.com/pricing web page at the moment of reserving funds.
• i.Talents. The Talent may accept the Booking request in specifc Project sent by the Project Author for the agreed “Price”, if applicable. The Talent will be paid for a JOB through the Service upon completion of the JOB. The Talent/Creative may also submit her own profle, the requested daily or hourly rate, required travel arrangements and the portfolio to the Service.
• j.Mobile Services. The ProvedPro mobile App, when it`ll be ready, will be accessible via a mobile phone, tablet or other wireless device (collectively, “Mobile Services”). Your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. Nevertheless, all use of the App and the related Mobile Services must be strictly in accordance with this ULTC.

3.The Registration

• a.Log-in Credentials. In order to fully utilize the Service you must register an account with the Service (an “Account”). In order to create an Account, you must provide your name, email address, telephone number, social media account information and certain documentation that helps to verify your identity.
• b.Account Security. You are responsible for maintaining the security of your Account, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify ProvenPro immediately at support@ProvenPro.com if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. ProvenPro will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying ProvenPro of such unauthorized use or loss of your credentials. Separate log-in credentials may be required by the owners and/or operators of External Sites (as defned below) to access such External Sites.
• c.Accuracy of Information. In creating an Account, you agree to provide true, accurate, current, and complete information as requested in any registration forms required by ProvenPro. You also agree to update the information about yourself promptly, and as necessary, to keep it current and accurate. We reserve the right to disallow, cancel, remove, or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which, in our sole discretion, would or might constitute a violation of this ULTC, or an infringement or violation of the rights of any third party, or of any applicable laws or regulations, including, but not limited to, trademark rights, copyrights, or the rights of privacy or publicity. ProvenPro reserves the right to terminate your Account immediately with or without notice to you and without any liability to you or any third party.
• We reserve the right to also be able to read your messages with our without your permission or foreknowledge.

4.Intellectual Property Rights

• a.License. The Service is licensed, not sold, to you for use only under the terms of this ULTC. ProvenPro reserves all rights not expressly granted to you. Subject to your complete and ongoing compliance with the terms and conditions of this ULTC, ProvenPro hereby grants you a personal, limited, revocable, non-transferable license to access and use the Service.
• b.Content. Except for User Materials (as defned below), the content made available on or through the Service, including without limitation, any text, graphics, photos, software, and interactive features, may be protected by copyright or other intellectual property rights and owned by ProvenPro or ProvenPro’s third party licensors (the “ProvenPro Content”). You may not copy, reproduce, upload, republish, transmit, post or distribute any materials from the Service in any way without prior express written permission of the copyright owner of such material or as otherwise specifed in this ULTC or permitted by functionalities of the Service. You may not modify any materials obtained from the Service unless you have obtained prior express written authorization from the applicable copyright owner. You must obtain permission for all other uses of materials made available on or through the Service from ProvenPro or the copyright owner in advance and in writing. ProvenPro solely owns all design rights, databases and compilation and other intellectual property rights in and to the Service, in each case whether registered or unregistered, and related goodwill.
• c.Marks. The trademarks, service marks, and logos of ProvenPro (the “ProvedPro Trademarks”) used and displayed on the Service are registered and unregistered trademarks or service marks of ProvenPro. Other product and service names located on the Service may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with the ProvedPro Trademarks, the “Trademarks”). Nothing on the Service or in this ULTC should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Service without ProvenPro’s prior express written consent for each individual use. You may not use the Trademarks to disparage ProvenPro or the applicable third-party, ProvenPro’s or a third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any Service without ProvenPro’s prior express written consent. All goodwill generated from the use of any ProvenPro Trademark will inure solely to ProvenPro’s beneft.
• d.Restrictions.You may not sell, transfer, assign, license, sublicense, or modify the ProvenPro Content or App, and you may not reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the ProvenPro Content in any way for any public or commercial purpose. The use or posting of any of the ProvenPro Content on any other website or in a networked computer environment for any purpose is expressly prohibited. In addition, you also may not attempt to derive the source code of, modify, or create derivative works of the App, any updates, or any part thereof (except as and only to the extent any of the foregoing restrictions are prohibited by applicable law). If you violate any part of this ULTC, then your right to access and/or use the ProvenPro Content and Service will automatically terminate and you must immediately destroy any copies you have made of the ProvenPro Content.

5.Additional Terms of Project Authors

• a.Submitting Projects. Project Author is the one who in charge of the project, having the ability to add and remove Talents from the project, send them invitations, determine the amount of compensation, size of the reserve, strictness of cancellation and model release required. As a Project Author, you represent and warrant that the information you submit about each Project (together, with all other materials submitted by you to the Service, “Project Materials”) is accurate. In addition, ProvenPro has the right – but not the obligation – in its sole discretion to refuse or delete any Projects that it reasonably considers to violate this ULTC or be otherwise illegal or inappropriate.
• b.Booking Talent. If you wish to book Talent, you need to create booking invitation through the Service, into the new or existing Project, which the Talent may accept or reject in his or her sole discretion. If the Talent accepts a Project, ProvenPro will charge you for the Compensation price as well as reservation amount that you defned for the specifc Talent(together, “Project Funds”). Project Funds will be held in escrow by ProvenPro’s payment processor until 48 hours after the Project’s completion. As long as there are no good faith disputes regarding the booking during the 48 hours immediately following completion of the Project, ProvenPro will then authorize its payment processor to release the Project Funds and you`ll get your Reservation amount back minus a service charge fee retained by ProvenPro in the amount indicated in provedpro.com/pricing (“Both sides Reserve Fee”).
• c.Cancellation. Cancelation terms for Project Author as well as Project Participants are settled in the provedpro.com/cancelation-policy

6.Additional Terms of Talents

• a.Talent Materials. If you are a Talent, then you may submit photographs, video and demographical details about yourself to create a profle on the Service (together, with all other materials submitted by you, “Talent Materials”). As a Talent, you represent and warrant that your talent materials are accurate. You also agree that ProvenPro may display your name and Talent Materials on the Service to Users. If you submit any photographs of yourself to the Service, then you hereby grant to ProvenPro the right to use, reproduce, display and distribute your photographs to market, promote and advertise the Service through any media and formats now known or hereafter developed. You may remove photographs of yourself that you post to the Service through the functionality ofered by the Service.
• b.Booking Projects. When you receive a request for a Project, you may accept or reject such request in your sole discretion. By accepting the project you are agreeing with all terms of this project. Such as compensation, date, time, reservation amount, project cancelation strictness and model release(for Models). If you accept the request, ProvenPro will charge you for the reservation amount set by Project Author. This reservation amount will be held in escrow by ProvenPro’s payment processor until 48 hours after the Project’s completion. As long as there are no good faith disputes regarding the booking during the 48 hours immediately following completion of the Project, ProvenPro will then authorize its payment processor to release the Project Funds. You will receive your Reservation amount back as well as payment Compensation, minus a service charge fee retained by ProvenPro in the amount indicated in provedpro.com/pricing.
• c.No Conficts. By using the Service, you represent, warrant and covenant to ProvenPro that your authorized use of the Service does not and will not violate any contract between you and a third party, including, without limitation, any modeling agency and/or “mother agency”.
• d.License to User Materials. By Posting User Materials to the Service, you hereby grant ProvenPro (and its assignees, designees, successors, licensees, and sub-licensees), for the sole purposes of displaying your User Materials to other Users, an unrestricted, assignable, sublicensable, revocable, royalty- free, fully paid up license throughout the world and during the term of the ULTC to reproduce, distribute, publicly display, transmit, communicate to the public, publicly perform on a through-to-the-audience basis, create derivative works from, and otherwise use and exploit (collectively, “Use”) all User Materials you upload to or through the Service through any media and formats now known or hereafter developed.
• e.License for Name, Image, Voice, and Likeness. You further grant ProvenPro a royalty-free license to Use your name, image, voice, and likeness (and that of any person identifable in any User Material you post to the Service) made available by or on your behalf through the Service in conjunction with the rights you grant in Section 6.a above.
• f.Limited Waiver of Rights. By posting User Materials to or through the Service you waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Materials, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Materials you post to the Service, during the term of the ULTC. You expressly release ProvenPro and all of ProvenPro’s agents, partners, subsidiaries, afliates, licensees, successors, and assigns from any and all claims, demands, liabilities, or causes of action, whether now known or unknown, for defamation, copyright infringement, violation of moral rights, and invasion of the rights to privacy, publicity, or personality or any similar matter, or based upon or relating to the Use of your User Materials as authorized in the ULTC.
• g.Representations and Warranties. With Respect to Your User Materials. Except for materials ProvenPro provided to you through the Service, you represent, warrant, and covenant that (i) you either are the sole and exclusive owner of all of your User Materials that you post to the Service, or you have all rights, licenses, consents, and releases that are necessary to grant to ProvenPro the rights in your User Materials as contemplated under the ULTC, and (ii) neither the User Materials you post to the Service nor your creation of, accessing, or posting of your User Materials or ProvenPro’s Use of your User Materials (or any portion thereof) as permitted in the ULTC will (A) infringe, misappropriate or violate the rights of any party or entity, including a third party’s patent, copyright, trademark, trade secret, moral rights, rights of publicity, rights of privacy or other intellectual property or proprietary rights, (B) constitute or result in defamation, libel, slander, or the violation of any applicable law or regulation (including, without limitation, restrictions on obscenity, child pornography, wiretap laws or other similar restrictions on nonconsensual recording, or otherwise), or (C) require ProvenPro to obtain any licenses from or make any payments in any amounts to any third party throughout the world.
• h.Prohibition on Uploading Objectionable Content You agree not to submit User Materials that: (i) is or could be interpreted to be infringing, defamatory, libelous, inaccurate, unlawful, harmful, threatening, abusive, harassing, vulgar, ofensive, obscene, pornographic, objectionable, hateful, or promotes discrimination, bigotry, racism, or hatred (collectively, “Objectionable Content”), as ProvenPro determines in its sole discretion; or (ii) introduces viruses, time-bombs, worms, cancel bots, Trojan Horses and/or other harmful or malicious code. If you encounter any Objectionable Content on the Service, please email ProvenPro at support@ProvenPro.com. The Service will include functionality that will allow you to “fag” Objectionable Content. Just because you fag certain content does not mean that ProvenPro will remove that content from the Service. ProvenPro has the right, but not the obligation, to remove any content from the Service that has been fagged as Objectionable Content.

7.Messages

• The Service allows Users to send messages (“Messages”) to each other. Sending Messages is a privilege, not a right, and ProvenPro may terminate such privileges of any User at any time and for any reason, without any liability to such User. Harmful, obscene, or ofensive communications are not welcome in any Messages. If a User sends you an objectionable Message, then please notify us by sending an e-mail to support@ProvenPro.com. You should exercise discretion, good sense, and sound judgment when sending a Message. You are solely responsible for the content of any Message you send. You agree to take reasonable precautions in all interactions with other Users, particularly if you decide to communicate with another User ofine or meet them in person. You agree that ProvenPro may monitor Messages for compliance with these Terms, and therefore, Messages should not be considered confdential or proprietary. You hereby grant us an assignable, sublicensable, irrevocable license to reproduce and transmit your Messages in connection with facilitating transmission to the intended recipient through the Service and for such other purpose as ProvenPro may deem appropriate in its sole discretion.

8.Restrictions on Use of the Service

• In using the Service, you agree not to:
  1. take any action that imposes an unreasonable load on the Service’s infrastructure;
  2. use any device, software or routine to interfere or attempt to interfere with the proper working of the Service, or any activity conducted on the Service
  3. attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Service;
  4. delete or alter any material posted on the Service by ProvenPro or any other person or entity;
  5. frame or link to any of the materials or information available on the Service;
  6. alter, deface, mutilate, or otherwise bypass any approved software through which the Service is made available;
  7. use any trademarks, service marks, design marks, logos, photographs, or other content belonging to ProvenPro or obtained from the Service;
  8. access, tamper with, or use non-public areas of the Service, ProvenPro’s (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of ProvenPro’s providers;
  9. harass, abuse, harm, or advocate or incite harassment, abuse, or harm of another person or group, including ProvenPro employees;
  10. provide any false personal information to ProvenPro;
  11. create a false identity or impersonate another person or entity in any way;
  12. create a new account with ProvenPro, without ProvenPro’s express written consent, if ProvenPro has previously disabled an account of yours;
  13. solicit, or attempt to solicit, personal information from other Users;
  14. restrict, discourage, or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of that person, or collect information about users of the Service;
  15. use the Service to send emails or other communications to persons who have requested that you not sent them communications;
  16. gain unauthorized access to the Service, to other users’ accounts, names, or personally identifable information, or to other computers or websites connected or linked to the Service;
  17. post, transmit or otherwise make available any virus, worm, spyware, or any other computer code, fle, or program that may or is intended to disable, overburden, impair, damage, or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Service or communications equipment and computers connected to the Service;
  18. interfere with or disrupt the Service, networks, or servers connected to the Service or violate the regulations, policies or procedures of those networks or servers;
  19. violate any applicable federal, state, or local laws or regulations or the terms of this ULTC; or
  20. assist or permit any persons in engaging in any of the activities described

9.External Sites.

• The Site and/or App may contain links to third party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. ProvenPro is not responsible for the content of any linked External Sites and does not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading fles from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.

10.Feedback.

• While our own staf is continually working to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the user community. If you choose to contribute by sending ProvenPro or our employees any ideas for products, services, features, modifcations, enhancements, content, refnements, technologies, content oferings (such as audio, visual, games, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to ProvenPro, you agree that:

  1. ProvenPro has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;
  2. Feedback is provided on a non-confdential basis, and ProvenPro is not under any obligation to keep any Feedback you send confdential or to refrain from using or disclosing it in any way; and

  3. You irrevocably grant ProvenPro perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, ofering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modifed.

     Notice and Procedure for Making Claims of Copyright or Other Intellectual Property Infringements

  4. Respect of Third Party Rights. ProvenPro respects the intellectual property of others and takes the protection of intellectual property very seriously, and we ask our users to do the same. Infringing activity will not be tolerated on or through the Service.
  5. Repeat Infringer Policy. ProvenPro’s intellectual property policy is to (i) remove or disable access to material that ProvenPro believes in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available through the Service, and (ii) remove any User Materials uploaded to the Service by “repeat infringers.” ProvenPro considers a “repeat infringer” to be any user that has uploaded User Materials or Feedback to or through the Service and for whom ProvenPro has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such User Materials or Feedback. ProvenPro has discretion, however, to terminate the Account of any user after receipt of a single notifcation of claimed infringement or upon ProvenPro’s own determination.
  6. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notifcation of Claimed Infringement” containing the following information to the Designated Agent identifed below. Your Notifcation of Claimed Infringement may be shared by ProvenPro with the user alleged to have infringed a right you own or control, and you hereby consent to ProvenPro making such disclosure. Your communication must include substantially the following:
     1. A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
     2. Identifcation of works or materials being infringed, or, if multiple works are covered by a single notifcation, a representative list of such works;
     3. Identifcation of the specifc material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufcient to permit ProvenPro to locate the material;
     4. Information reasonably sufcient to permit ProvenPro to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;

     5. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

        You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confrm your obligations to provide a valid notice of claimed infringement.

     6. A statement that the information in the notifcation is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  7. Designated Agent Contact Information ProvenPro’s designated agent for receipt of Notifcations of Claimed Infringement (the “Designated Agent”) can be contacted at: Via E-Mail: support@provedpro.com
  8. A physical or electronic signature of the subscriber;
  9. Identifcation of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  10. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentifcation of the material to be removed or disabled;
  11. The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which ProvenPro may be found, and that the subscriber will accept service of process from the person who provided notifcation under Section 12.c above or an agent of such person; and
  12. A party submitting a Counter Notifcation should consult a lawyer or see 17 U.S.C. § 512 to confrm the party’s obligations to provide a valid counter notifcation under the Copyright Act.
  13. Reposting of Content Subject to a Counter Notifcation If you submit a Counter Notifcation to ProvenPro in response to a Notifcation of Claimed Infringement, ProvenPro will promptly provide the person who provided the Notifcation of Claimed Infringement with a copy of your Counter Notifcation and inform that person that ProvenPro will replace the removed User Content or Feedback or cease disabling access to it in 10 business days, and ProvenPro will replace the removed User Materials or Feedback and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notifcation, unless ProvenPro’s Designated Agent receives notice from the party that submitted the Notifcation of Claimed Infringement that such person has fled an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on ProvenPro’s system or network.

  14. False Notifcations of Claimed Infringement or Counter Notifcations The Copyright Act provides that:

      [a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentifcation, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [ProvenPro] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it. 17 U.S.C. § 512(f).

      ProvenPro reserves the right to seek damages from any party that submits a Notifcation of Claimed Infringement or Counter Notifcation in violation of the law.

11.Disputer Resolution

• a.Mandatory Arbitration Please read this carefully. It afects your rights. YOU AND ProvenPro AND ITS RESPECTIVE CORPORATE PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, PERMITTED ASSIGNS, AND ANY OTHER PARTIES ON WHOSE BEHALF YOU ARE ACCESSING THE SERVICE AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS ULTC OR THE SERVICE. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration.
• i.Commencing Arbitration A party who intends to seek arbitration must frst send to the other, by an international courier with a tracking mechanism, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to ProvenPro, to you via any other method available to ProvenPro, including via e-mail. The Notice to ProvenPro should be addressed to ProvenPro Inc.,32 Dumont Road Post Ofce Box 964 Far Hills, New Jersey 07931 , Attn: Chief Executive Ofcer (the “Arbitration Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specifc relief sought (the “Demand”). If you and ProvenPro do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or ProvenPro may commence an arbitration proceeding as set forth below or fle a claim in small claims court. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “Rules”), AS MODIFIED BY THIS ULTC. The Rules and AAA forms are available online at http://www.adr.org. If you are required to pay a fling fee to commence an arbitration against ProvenPro, then ProvenPro will promptly reimburse you for your confrmed payment of the fling fee upon ProvenPro’s receipt of Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the fling fee, unless your Demand is equal to or greater than $1,000 or was fled in bad faith, in which case you are solely responsible for the payment of the fling fee.
• ii.Arbitration Proceeding The arbitration will be in English. A single independent and impartial arbitrator with his or her primary place of business in New York, New York will be appointed pursuant to the Rules, as modifed herein. You and ProvenPro agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (i) arbitration will only be conducted if the damages sought exceed $75,000; (ii) the arbitration will be conducted online and/or be solely based on written submissions, the specifc manner to be chosen by the party initiating the arbitration; (iii) the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iv) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
• iii.No Class Actions YOU AND ProvenPro AGREE THAT YOU AND ProvenPro MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION WILL BE NULL AND VOID.
• iv.Decision of the Arbitrator Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confdential, and all records relating thereto will be permanently sealed, except as necessary to obtain court confrmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement setting forth the reasons for the disposition of any claim. The arbitrator will apply New York state law. You acknowledge that these terms and your use of the Service evidences a transaction involving interstate commerce. The United States Federal Arbitration Act will govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in this ULTC.
• b.Equitable Relief The foregoing provisions of this Dispute Resolution section do not apply to any claim in which either party seeks equitable relief to protect such party’s copyrights, trademarks, or patents. You acknowledge that, in the event of a breach of this ULTC by ProvenPro or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against ProvenPro, and your only remedy will be for monetary damages, subject to the limitations of liability set forth in this ULTC.
• c.Claims You and ProvenPro agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to this ULTC or the Service, excluding a claim for indemnifcation, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
• d.Improperly Filed Claims All claims you bring against ProvenPro must be resolved in accordance with this Dispute Resolution section. All claims fled or brought contrary to this Dispute Resolution section will be considered improperly fled. Should you fle a claim contrary to this Dispute Resolution section, ProvenPro may recover attorneys’ fees and costs up to $5,000, provided that ProvenPro has notifed you in writing of the improperly fled claim, and you have failed to promptly withdraw the claim.
• e.Modifcations In the event that ProvenPro makes any future change to the Mandatory Arbitration provision (other than a change to ProvenPro’s Arbitration Notice Address), you may reject any such change by sending us written notice within thirty (30) days of the change to ProvenPro’s Arbitration Notice Address, in which case your Account and your license to use the Service will terminate immediately, and this Dispute Resolution provision, as in efect immediately prior to the amendments you reject, will survive this ULTC’s termination.
• f.Enforceability If only Section 11.a.iii or the entirety of this Section 11 is found to be unenforceable, then the entirety of this Section 11 will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 17 will govern any action arising out of or related to this ULTC.

12.Limitation of Liability and Disclaimer of Warranties.

• a.ProvenPro, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “ProvenPro PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE AND ANY CONTENT AVAILABLE ON THE SERVICE, INCLUDING BUT NOT LIMITED, TO THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY THEREOF. THE ProvenPro PARTIES WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF ANY CONTENT OR ANY OTHER INFORMATION CONVEYED TO ANY ProvenPro USER, OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN, OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA, OR INFORMATION STREAM FROM WHATEVER CAUSE. AS A USER, YOU AGREE THAT YOU USE THE SERVICE AND ANY CONTENT AT YOUR OWN RISK.
• b.THE ProvenPro PARTIES DO NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR FREE, OR THAT THE SERVICE AND ANY CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICE OR ANY CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO ProvenPro PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.
• c.THE SERVICE AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE ProvenPro PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
• d.IN NO EVENT WILL ANY ProvenPro PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE SERVICE AND ANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH ProvenPro PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ProvenPro’S LIABILITY, AND THE LIABILITY OF ANY OTHER ProvenPro PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $100.
• e. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE ProvenPro PARTIES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

13.Third Party Disputes.

• ProvenPro IS NOT AFFILIATED WITH ANY MOBILE CARRIER OR OTHER THIRD PARTY SERVICE PROVIDER, AND ANY DISPUTE YOU HAVE WITH ANY SUCH PARTIES OR ANY OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICE (INCLUDING ANY TALENT OR CLIENT) OR ANY MODELING AGENCY OR “MOTHER AGENCY,” IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE THE ProvenPro PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

14.Indemnifcation.

• You agree to defend, indemnify, and hold harmless the ProvenPro Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your actual or alleged breach of this ULTC or your access to, use or misuse of the ProvenPro Content or Service. ProvenPro will provide notice to you of any such claim, suit, or proceeding. ProvenPro reserves the right to assume the exclusive defense and control of any matter which is subject to indemnifcation under this section. In such case, you agree to cooperate with any reasonable requests assisting ProvenPro’s defense of such matter.

15.Termination of the ULTC

• a.Sections 1(a), 1(b), 1(d), 2(a), 2(d), 3, 4, 6.c, 7.d, and 9 – 17 survive the termination of this ULTC.

16.Consent to Electronic Communication.

• By using the Service, you consent to receiving certain electronic communications from us as further described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

17.Miscellaneous.

• This ULTC is governed by the internal substantive laws of the State of Delaware without respect to its confict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in Wilmington, Delaware. You agree that no joint venture, partnership, employment, or agency relationship exists between you and ProvenPro as a result of this ULTC or use of the Service. You further acknowledge that by submitting User Materials, no confdential, fduciary, contractually implied or other relationship is created between you and ProvenPro other than pursuant to this ULTC. If any provision of this ULTC is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not afect the validity of the remaining provisions of this ULTC, which will remain in full force and efect. Failure of ProvenPro to act on or enforce any provision of this ULTC will not be construed as a waiver of that provision or any other provision in this ULTC. No waiver will be efective against ProvenPro unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by ProvenPro and you, this ULTC constitutes the entire agreement between you and ProvenPro with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein. The section headings are provided merely for convenience and will not be given any legal import. This ULTC will inure to the beneft of our successors and assigns. You may not assign this ULTC or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law or otherwise, without ProvenPro’s prior express written consent. This means that in the event you dispose of any device on which you have installed the App, such as by sale or gift, you are responsible for deleting the App from your mobile device prior to such disposition. ProvenPro may assign this ULTC, including all its rights hereunder, without restriction.

18.Usage.

• The standard usage on ProvenPro is 12 months across social media, Internet and point of sale (POS) within the country where the photoshoot took place. Our standard usage does not include outdoor advertising such as billboards. If you wish to expand the usage beyond the terms above, please contact us at info@ProvenPro.com to negotiate an agreement.

19.Consumer Privacy & Third-Party Cookies.

• Notwithstanding anything else in this policy, we and/or our partners may place or read use IP and/or cookies to enable you to receive personalized ads or content. These cookies contain zero personally identifable information. The cookies may refect de-identifed demographic or other data linked to data you voluntarily have submitted to us on our network, e.g., your email address, which we may share with a data provider solely in hashed, non-human readable form. Users may also express their choices for display advertising, through the following platforms: Digital Advertising Alliance opt-out platform or the Network Advertising Initiative opt-out platform. We and/or our partners use IP and/or cookies and web beacon technology to associate certain Internet-related information about you, such as your Internet Protocol address and certain online behaviors, such as opening emails or browsing websites or interacting with apps. Such information is used to personalize ads or content and may be shared with our network partners. We and/or our network partners may also use IP and/or cookies for delivering personalized advertising emails. These IPs and/or cookies are used to identify the visitors of our advertisers` websites and for the advertiser to send personalized emails based on the visitors` browsing experience on the advertiser`s site/app.

• NOTICE REGARDING APPLE You acknowledge that this ULTC is between you and ProvenPro only, not with Apple, and Apple is not responsible for the App or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the App. Apple, and Apple’s subsidiaries, are third party benefciaries of this ULTC, and upon your acceptance of this ULTC, Apple will have the right (and will be deemed to have accepted the right) to enforce this ULTC against you as a third party benefciary of this ULTC. You hereby represent and warrant that (i) you are not located in a country 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If ProvenPro provides a translation of the English language version of this ULTC, the translation is provided solely for convenience, and the English version will prevail.