PageProof Terms of Service

22 June 2016

By using the Service, You acknowledge You have read and understood and have agreed to the Terms of Service on your behalf and on behalf of any entity for whom You use the Services.

  1. Definitions

    “Agreement” means PageProof’s Terms of Service.

    “Confidential Information” means any information provided by one party to the other whether in writing, electronically or otherwise but does not include information which has or becomes publicly available through an unauthorised disclosure.

    “Data” means any data input by You or with your authority into the Website.

    “Intellectual Property” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual property or industrial property rights anywhere in the world whether registered or not.

    “Monthly Fees” means the monthly fee payable by You to access the Service.

    “Service” means the cloud based proofing and approval service provided by PageProof via the website.

    “Terms of Service” means the terms of service contained in this agreement.

    “You” means the party who subscribes to the Service and where the context requires, any party authorised by You to access the Service on your behalf and your has a corresponding meaning.

    “Website” means pageproof.com or any other site operated by PageProof in connection with the Service. pageproof.com limited is a New Zealand owned company.

  2. PageProof

    PageProof grants to You, the non-exclusive, non-transferable right to access the Service via the Website on the terms and subject to the conditions contained in this agreement.

  3. Your Obligations

    1. PageProof will issue You with an statement each month starting on the date You subscribe to the Service and will continue to provide a statement to You monthly until this Agreement is terminated. All statements will be sent to You at the email address provided by You. The name that will appear on your credit card statement will be pageproof.com limited.

    2. You will only use the Service for lawful business purposes in accordance with the laws of the country in which You are domiciled, this Agreement and any notice sent to You by PageProof or posted on the Website.

    3. You warrant that You are over 18 years of age and if entering into this agreement on behalf of a third party, that You have the authority to do so.

      1. You must ensure that your email address and passwords required to access the Service are kept secure and confidential. Should your password be compromised, you must immediately reset your password using the forgot password link on the login page.

      2. As a condition of accessing the Service, You agree:

        1. Not to attempt to undermine the integrity of PageProof’s computing systems or networks or any third party computing system or network hosting the Service.

        2. Not to use the Service in any way which might impair the functionality of the Service or Website.

        3. Not to input into the Website any files that may damage any computing device or software or contain content that is offensive or in violation of any law.

  4. Indemnity

    You indemnify and agree to keep PageProof indemnified against all claims, costs, damages or loss suffered or incurred by PageProof arising from your use of the Service any breach by You of this Agreement.

  5. Communication

    You acknowledge and agree that PageProof may contact You regarding your account or the Service by email.

  6. Confidentiality

    Each party will preserve the Confidential Information of the other and not without the written consent of the other or unless required to do so by law, disclose or make confidential information available to any person or use confidential information for its own benefit (other than as contemplated by this Agreement).

  7. Privacy

    You are deemed to have accepted PageProof’s privacy policy which is available for viewing at pageproof.com.

  8. Intellectual Property

    1. Title to and all PageProof's Intellectual Property in the Service, the Service design and documentation, remain the sole and absolute property of PageProof.

    2. Title to Data remains your property however access to that Data shall be subject to you keeping to the terms of this Agreement.

    3. You grant to PageProof a licence to use, transmit, store and backup your Data for the purpose of enabling You to use the Service.

    4. You also grant to PageProof a royalty free, irrevocable and perpetual license to use (including for commercial purposes) all anonymous statistical Data around usage collected by PageProof through your use of the Service.

    5. You agree to maintain copies of all Data. PageProof adheres to best practice policies and procedures to prevent Data loss but does not guarantee that there will be no loss of Data. PageProof expressly excludes liability for any loss of Data howsoever arising.

    6. By opting to use the Download feature in PageProof, you exclude PageProof from any liability resulting in the use of the downloaded file by any users and people connected to those users.

  9. Acknowledgements

    You acknowledge and warrant that:

    1. You are authorised to use the Service and Website.

    2. You are authorised to access information You put into the Website and the finished product resulting from the use of the Service.

    3. PageProof has no responsibility to any person other than You and nothing in this Agreement confers or purports to confer a benefit on any person other than You.

    4. The Service provided to and used by You on an “as is” and “as available” basis at your own risk.

    5. PageProof may add to, remove or alter the features or functionality of the Service.

    6. Any alteration to the Service to which You subscribe may result in loss of Data, features, functionality or capacity and that PageProof shall have no liability for any resulting loss.

    7. You are using the Service for the purpose of the business and that to the maximum extent permitted by law any consumer legislation intended to protect non-business consumers does not apply to the supply of the Service or Website.

  10. Limitation of Liability

    1. PageProof gives no warranty regarding the Service or Website. For the avoidance of doubt, all implied conditions and warranties are excluded to the maximum extent permitted by law including but not limited to merchantability, fitness for purpose, title and noninfringement.

    2. To the maximum extent permitted by law, PageProof excludes all liability to You or any other person in contract, tort (including negligence) or otherwise for any loss whatsoever (including loss of information, data or profits) arising directly or indirectly from your use of or inability to use the Service or Website, any part of them or any unauthorised access to or alteration of your Data or any other matter related to the Service or Website.

    3. Should you suffer any loss or damage arising as a result of PageProof’s negligence or breach of this Agreement, any claim by You arising from such breach shall be limited to the Monthly Fees paid by you in the previous 12 month period.

  11. Termination

    1. This Agreement commences when you sign up to access the Service and subject to this clause, continues for the period covered by the Monthly Fee paid in accordance with clause 1. At the end of each monthly billing period, this agreement will continue for another month subject to payment of the Monthly Fee then due.

    2. This Agreement may be terminated by either party providing to the other not less than 30 days notice.

    3. If You breach this agreement including but not limited to nonpayment of Monthly Fees and such breach remains unremedied for seven days, PageProof may:

      1. Terminate this Agreement.

      2. Suspend your use of the Service and Website until the breach is remedied.

      Should PageProof suspend your use of the Service or termination of this Agreement, You will lose access to any Data you have uploaded and any product resulting from your use of the Service. Should PageProof cancel this Agreement, You will lose any Data You have uploaded and any product resulting from your use of the Service.

    4. PageProof will not refund any prepaid Monthly Fees or part thereof should this Agreement be terminated.

    5. Termination of this Agreement shall not affect any rights or obligations of the parties accrued up to and including the date of termination.

  12. Miscellaneous

    1. You may not assign or transfer your rights under this Agreement without the consent of PageProof.

    2. Unless this Agreement expressly provides otherwise, it is not intended to confer a benefit on any person who is not a party to it.

    3. This Agreement together with PageProof’s privacy policy contain the entire agreement between the parties and supersede and extinguish any prior agreements, representations and understandings.

    4. This Agreement is governed by and must be construed in accordance with the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of its Courts and courts of appeal from them. The parties will not object to the exercise of jurisdiction by those Courts on any basis.

    5. If any part of this Agreement can be read in any way that makes it illegal, unenforceable or invalid but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as a removed from this Agreement but the rest of this Agreement is not affected.

    6. PageProof will not be liable for delay or failure in the performance of any obligations imposed by this Agreement provided such failure shall be occasioned by denial of service attacks, war, terrorism, governmental action, extraordinary internet congestion, extraordinary connectivity issues, failure of a third party host or by any other cause beyond the reasonable control of PageProof.

    7. Any notice given under this Agreement by either party to the other must be in writing by email or be deemed to have been given on transmission. Notices to PageProof must be sent to hello@pageproof.com or any email address notified by email to You by PageProof. Notices to You will be sent to the email address which You provided when You subscribed to the Service.

    8. The Service will evolve over time. You acknowledge that PageProof may from time to time by notice vary the terms of this Agreement and that such variations shall be effective from the date upon which notice is received by You.