These Terms of Service apply to Pruvan Direct and related Software and Services (“Pruvan Direct”).
1. Your relationship to Pruvan.
1.1. Your use of Pruvan Direct related products, software, services and websites located at Pruvan.com (referred
to collectively as the “Services” in this document and excluding any services provided to you under a
written agreement between you and Pruvan) is subject to the terms of a legal agreement between you and Pruvan.
“Pruvan” means Xactware Solutions, Inc. as successor in interest to Pruvan Inc., whose principal place
business is at 1100 West Traverse Parkway, Lehi, Utah 84043, United States of America. This document explains
how the agreement is made up and sets out some of the terms of that agreement.
1.2. Unless otherwise agreed in writing with Pruvan, your agreement with Pruvan will always include, at a
minimum, the terms and conditions set out in this document. These are referred to below as the “Pruvan Terms
1.3. Your agreement with Pruvan will also include the terms of any legal notices applicable to the Services, in
addition to the Pruvan Terms of Service. All of these are referred to below as the “Additional Terms.”
Additional Terms apply to a Service, these will be accessible for you to read either within or through your use
of that Service.
1.4. The Pruvan Terms of Service, together with the Additional Terms, form a legally binding agreement between
you and Pruvan in relation to your use of the Services. It is important that you take the time to read them
carefully. Collectively, this legal agreement is referred to below as the “Terms.”
1.5. If there is any contradiction between what the Additional Terms say and what the Pruvan Terms of Service
say, then the Additional Terms will take precedence in relation to that Service.
2. Accepting the Terms.
2.1. In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not
accept the Terms.
2.2. You can accept the Terms by:
(A) Clicking to accept or agree to the Terms, where this option is made available to you by Pruvan in the user
interface for any Service; or
(B) By actually using the Services. In this case, you understand and agree that Pruvan will treat your use of the
Services as acceptance of the Terms from that point onwards.
2.3. You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding
contract with Pruvan, or (b) you are a person barred from receiving the Services under the laws of the United States
or other countries including the country in which you are resident or from which you use the Services.
2.4. Before you continue, you should print off or save a local copy of the Pruvan Terms of Service for your records.
3. Language of the Terms.
3.1. If Pruvan has provided you with a translation of the English-language version of the Terms, then you agree that
the translation is provided for your convenience only and that the English-language versions of the Terms will
govern your relationship with Pruvan.
3.2. If there is any contradiction between what the English-language version of the Terms says and what a
translation says, then the English-language version will take precedence.
4. Provision of the Services by Pruvan.
4.1. By using the Services and paying a fee for related premium features, and any sales or similar taxes that are
applicable to such fee and as long as you are a customer of Pruvan, you are granted a right to use the Services
subject to the restrictions set forth in the Terms and any other restrictions within the Services or stipulated to
you by us in writing.
4.2. By selecting a Pruvan subscription plan you agree to pay any related fees in accordance with the related
payment options and subscription plans made available within the Services. You agree to pay such fees until you
cancel your related subscription within your Pruvan account and stop using the related premium features.
4.3. Depending on the subscription ordered, payment will be made at the beginning of each monthly invoice cycle
(payment in advance) or pending fees are calculated for activity and usage and will be billed at the end of each
monthly invoice cycle. Prepaid fees (payment in advance) will not be refunded and have no cash value.
4.4. Pruvan may revise its fees upon 30 days’ prior notice.
4.5. You must supply Pruvan with current and complete information to register for Services.
4.6. You can terminate your account at any time; and Pruvan reserves the right, in its sole discretion, to terminate
your account if you violate the Terms.
4.7. Pruvan keeps a protected copy of your credit card number to bill you for the Services. This billing data
belongs to you and by utilizing the Services, you grant Pruvan a license to use this data for the purposes of
billing you for any fees related to your use of or access to the Services.
4.8. Pruvan is constantly innovating to provide the best possible experience for its users. You acknowledge and
agree that the form and nature of the Services that Pruvan provides may change from time to time without prior
notice to you. Pruvan will provide 30 days’ notice to what Pruvan deems as major software version changes.
notices are delivered via the Pruvan Direct online portal.
4.9. As part of this continuing innovation, you acknowledge and agree that Pruvan may stop (permanently or
temporarily) providing the Services (or any features within the Services) to you or to users generally at
sole discretion, without prior notice to you other than notice provided by the Pruvan Direct online portal message
or automated alerts for any temporary service interruption or 30 days’ notice for a permanent disruption or
termination of Service. You may stop using the Services at any time. You do not need to specifically inform Pruvan
when you stop using the Services.
4.10. You acknowledge and agree that if Pruvan disables access to your account, you may be prevented from accessing
the Services, your account details or any files or other content which is contained in your account.
4.11. You acknowledge and agree that while Pruvan may not currently have set a fixed upper limit on the number of
transmissions you may send or receive through the Services or on the amount of storage space used for the provision
of any Service; such fixed upper limits may be set by Pruvan at any time at Pruvan’s sole discretion.
5. Use of the Services by You.
5.1. In order to access certain Services, you may be required to provide information about yourself (such as
identification or contact details) as part of the registration process for the Service, or as part of your continued
use of the Services. You agree that any registration information you give to Pruvan will always be accurate, correct
and up to date.
5.2. You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law,
regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding
the export of data or software to and from the United States or other relevant countries).
5.3. You agree not to access (or attempt to access) any of the Services by any means other than through the
interface that is provided by Pruvan, unless you have been specifically allowed to do so in a separate written
agreement with Pruvan. You specifically agree not to access (or attempt to access) any of the Services through any
automated means (including use of scripts or web crawlers) and must ensure that you comply with the instructions set
out in any robots.txt file present on the Services.
5.4. You agree that you will not engage in any activity that interferes with or disrupts the Services (or the
servers and networks which are connected to the Services).
5.5. Unless you have been specifically permitted to do so in a separate written agreement signed between you and an
executive officer of Pruvan, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the
Services for any purpose.
5.6. You agree that you are solely responsible for (and that Pruvan has no responsibility to you or to any third
party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage
which Pruvan may suffer) of any such breach.
5.7. You agree that by configuring and using any optional third-party integration or automation provided within the
Services that enables Pruvan to receive or send data to a third-party website, web services or other interface(s)
(i) Are authorized to give Pruvan the required access to act on your behalf; and
(ii) Grant Pruvan the permission to perform the integration or automation on your behalf; and
(iii) Are responsible for any transaction fees or any other charges that result from Pruvan using the third-party
service on your behalf.
You agree that you are solely responsible for (and that Pruvan has no responsibility to you or to any third party
for) any breach of obligations under any related third-party terms of service and for the consequences (including
any loss or damage which Pruvan may suffer) of any such breach.
5.8. You agree that any suggestion or idea provided by you (“Feedback”) related to Pruvan’s
products or services,
including suggested improvements, will not be treated as confidential and nothing in these Terms or the
dealings arising out of or related to the Services will restrict Pruvan’s right to use, profit from, disclose,
publish, or otherwise exploit any Feedback, without compensation to you.
6. Your Passwords and Account Security.
6.1. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated
with any account you use to access the Services.
6.2. Accordingly, you agree that you will be solely responsible to Pruvan for all activities that occur under your
6.3. If you become aware of any unauthorized use of your password or of your account, you agree to notify Pruvan
immediately by email to email@example.com.
7. Privacy and Your Personal Information.
7.1. For information about Pruvan’s data protection practices, please see https://pruvanprod.wpenginepowered.com/privacy. This policy
explains how Pruvan treats your personal information and protects your privacy when you use the Services.
7.2. You agree to the use of your data in accordance with the current Pruvan privacy policies.
8. Content in the Services.
8.1. You understand that all information (such as data files, written text, computer software, music, audio files or
other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of,
the Services are the sole responsibility of the person from which such content originated. All such information is
referred to below as the “Content”.
8.2. You should be aware that Content presented to you as part of the Services, including but not limited to
training or business process or methods in the Services may be protected by intellectual property rights which are
owned by the sponsors who provide that Content to Pruvan (or by other persons or companies on their behalf). You may
not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or
in part) unless you have been specifically told that you may do so by the owners of that Content, in a separate
8.3. Pruvan reserves the right (but will have no obligation) to pre-screen, review, flag, filter, modify, refuse or
remove any or all Content from any Service.
8.4. You understand that by using the Services you may be exposed to Content that you may find offensive, indecent
or objectionable and that, in this respect, you use the Services at your own risk.
8.5. You agree that you are solely responsible for (and that Pruvan has no responsibility to you or to any third
party for) any Content that you create, transmit or display while using the Services and for the consequences of
your actions (including any loss or damage which Pruvan may suffer) by doing so.
9. Proprietary Rights.
9.1. You acknowledge and agree that Pruvan (or Pruvan’s licensors) owns all legal right, title and interest in
to the Services, including any intellectual property rights which subsist in the Services (whether those rights
happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the
Services may contain information which is designated confidential by Pruvan and that you must not disclose such
information without Pruvan’s prior written consent.
9.2. Unless you have agreed otherwise in writing with Pruvan, nothing in the Terms gives you a right to use any of
Pruvan’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
9.3. If you have been given an explicit right to use any of these brand features in a separate written agreement
with Pruvan, then you agree that your use of such features will be in compliance with that agreement.
9.4. Other than the license set forth in Section 11, Pruvan acknowledges and agrees that it obtains no right, title
or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or
display on, or through, the Services, including any intellectual property rights which subsist in that Content
(whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you
have agreed otherwise in writing with Pruvan, you agree that you are responsible for protecting and enforcing those
rights and that Pruvan has no obligation to do so on your behalf.
9.5. You agree not to remove, obscure, or alter any proprietary rights notices (including copyright and trademark
notices) which may be affixed to or contained within the Services.
9.6. Unless you have been expressly authorized to do so in writing by Pruvan, you agree that in using the Services,
you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is
likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
10. License from Pruvan.
10.1. Pruvan gives you a personal, non-transferable, non-assignable, non-exclusive, and temporary license to use the
software provided to you by Pruvan as part of the Services as provided to you by Pruvan (referred to as the
“Software” below) within the United States or Puerto Rico for internal business purposes. This license
is for the
sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Pruvan, in the manner
permitted by the Terms.
10.2. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse
engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this
is expressly permitted or required by law, or unless you have been specifically told that you may do so by Pruvan in
10.3. Unless Pruvan has given you specific written permission to do so, you may not assign or sub-license your
rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise
transfer or purport to transfer any part of your rights to use the Software. You may not share a single user license
with multiple users or individuals.
11. Content License from You.
11.1. You retain copyright and any other rights you already hold in Content which you submit, post or display on or
through, the Services. By submitting, posting or displaying the Content, you give Pruvan a perpetual, irrevocable,
worldwide, royalty-free, sub-licensable, transferable, and non-exclusive license to use, copy, disclose, reproduce,
adapt, modify, translate, publish, publicly perform, publicly display, create derivative works of, and distribute
any Content which you submit, post or display on or through the Services.
11.2. You agree that this license includes a right for Pruvan to make such Content available to other companies,
organizations or individuals with whom Pruvan has relationships for the provision of Services, and to use such
Content in connection with the provision of those Services.
11.3. You agree that Pruvan owns all data from which non-public, client-specific information has been removed that
was created or extracted using the Services. Such data is referred to as “Anonymous Data.”
11.4. You understand that Pruvan, in performing the required technical steps to provide the Services to our users,
may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such
changes to your Content as are necessary to conform and adapt that Content to the technical requirements of
connecting networks, devices, services or media. You agree that this license permits Pruvan to take these actions.
11.5. You agree that, to the extent the Services offer security features made available to restrict access to your
Content, you are responsible for using those security features properly, that you have determined these controls are
sufficient, and the available sharing features and related access controls meet all your requirements in regard to
11.6. You confirm and warrant to Pruvan that you have all the rights, power and authority necessary to grant the
12. Software Updates.
12.1. The Software which you use may automatically download and install updates from time to time from Pruvan. These
updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes,
enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit
Pruvan to deliver these to you) as part of your use of the Services.
13. Ending your Relationship with Pruvan.
13.1. The Terms will continue to apply until terminated by either you or Pruvan as set out below.
13.2. Unless you have a separate agreement with Pruvan that indicates otherwise, if you want to terminate your legal
agreement with Pruvan, you may do so by (a) notifying Pruvan at any time and (b) closing your accounts for all the
Services which you use, where Pruvan has made this option available to you. Your notice should be sent, in writing,
to Pruvan’s address which is set out at the beginning of these Terms.
13.3. Pruvan may at any time, terminate its legal agreement with you if:
(A) You have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend
to, or are unable to comply with the provisions of the Terms); or
(B) Pruvan is required to do so by law (for example, where the provision of the Services to you is or becomes
(C) The partner with whom Pruvan offered the Services to you has terminated its relationship with Pruvan or ceased
to offer the Services to you; or
(D) Pruvan is transitioning to no longer providing the Services to users in the country in which you are resident or
from which you use the Service;
(E) The provision of the Services to you by Pruvan is, in Pruvan’s opinion, no longer commercially viable; or
(F) For any reason if Pruvan provides you with at least 30 days’ notice of its intent to terminate.
13.4. Nothing in this Section will affect Pruvan’s rights regarding provision of Services under Section 4 of
13.5. When these Terms come to an end, all the legal rights, obligations and liabilities that you and Pruvan have
benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are
expressed to continue indefinitely, will be unaffected by this cessation, and the provisions of paragraph 22.1 will
continue to apply to such rights, obligations and liabilities indefinitely.
14. Your Representations and Warranties.
14.1. You represent and warrant that the information obtained by you through your use of the Services will be
treated as opinion and must not be relied upon by you without independent verification, except at your own risk.
14.2. Pruvan cannot and does not represent or assume the accuracy of, or in any way endorse the content provided by
its members or any other entity. You warrant and represent, therefore, that your use of information provided by the
Services is only as a source of opinion. You agree not to rely thereon without independent verification, except at
your own risk. You agree that as between you and Pruvan, you are in the best position to assess your loss potential
for any damage or injury incurred by you which arises out of your use of the Services, and you therefore contract
and agree to accept the burden of insuring against such loss, including, but not limited to, losses caused by breach
of express or implied warranty, product or service defect, negligence, and the acts or omissions of Pruvan. You
waive any right of subrogation as to Pruvan against any such insurable loss. You agree to indemnify and hold Pruvan
harmless from liability arising out of your use of the Services websites, including www.pruvan.com, www.verisk.com,
and www.xactware.com, or data obtained therefrom which arise out of any such insurable loss. You accept
responsibility for all statements made, acts, or omissions that occur as part of the use of these websites when such
use is made possible through the use of your account and password. You agree to indemnify Pruvan from claims arising
out of your use or from disclosure of your account details or password.
15. EXCLUSION OF WARRANTIES.
15.1. NOTHING IN THESE TERMS, INCLUDING SECTIONS 15–16, WILL EXCLUDE OR LIMIT PRUVAN’S WARRANTY OR
LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED
BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY,
ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO
THE MAXIMUM EXTENT PERMITTED BY LAW.
15.2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES
ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
15.3. IN PARTICULAR, PRUVAN, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS;
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; AND
(D) DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE
15.4. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION
AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF
DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
15.5. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PRUVAN OR THROUGH OR FROM THE SERVICES
WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
15.6. PRUVAN FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT.
16. LIMITATION OF LIABILITY.
16.1. In the event you assert any claim against Pruvan, the total of all such claims will be limited to the lesser
of the amounts paid by you under these Terms during the twelve (12) months immediately preceding such claim, or one
million dollars ($1,000,000).
16.2. SUBJECT TO OVERALL PROVISION IN PARAGRAPH 15.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT PRUVAN, ITS
SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU,
HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS WILL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT
(WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED,
COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(i) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OF THE SERVICES;
(ii) ANY CHANGES WHICH PRUVAN MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION
OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(iii) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR
TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(iv) YOUR FAILURE TO PROVIDE PRUVAN WITH ACCURATE ACCOUNT INFORMATION; OR
(v) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
16.3. THE LIMITATIONS ON PRUVAN’S LIABILITY TO YOU IN PARAGRAPH 16.1 ABOVE WILL APPLY WHETHER OR NOT PRUVAN HAS
ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
17. Copyright, Third-Party Materials, Trademark Policies.
17.1. By using the Services, you may have access to Content that may be confidential or copyrighted, such as digital
media, report forms, information, or other proprietary material of third parties. You are solely responsible for
determining Content restrictions (if any), Content owner(s), and obtaining any required consent before using any
Content you access by using the Services.
17.2. It is Pruvan’s policy to respond to notices of alleged copyright infringement and to terminate the
18. Other Content.
18.1. The Services may include hyperlinks to other websites or content or resources. Pruvan may have no control over
any websites or resources which are provided by companies or persons other than Pruvan.
18.2. You acknowledge and agree that Pruvan is not responsible for the availability of any such external sites or
resources, and does not endorse any advertising, products or other materials on or available from such websites or
18.3. You acknowledge and agree that Pruvan is not liable for any loss or damage which may be incurred by you as a
result of the availability of those external sites or resources, or as a result of any reliance placed by you on the
completeness, accuracy or existence of any advertising, products or other materials on, or available from, such
websites or resources.
18.4. You acknowledge that the Services may contain content obtained from third-party sources. Pruvan does not
warrant nor is Pruvan responsible for any such third-party content. Whether such third-party content is included in
the Services, all such third-party content is provided “as is.” You must not rely on Pruvan for the
completeness of content supplied by third-party sources. With respect to the content supplied by third-party sources
that require separate contracts, you hereby warrant that you have executed the contracts and are in compliance with
their terms and conditions.
18.5. Pruvan will store completed projects in accordance with Pruvan’s data retention policy. Pruvan reserves
right to remove and destroy all data:
(A) Five (5) years from the date last modified unless a Service specifies a different retention period; or
(B) Any time following termination of your legal agreement with Pruvan.
19.1. “Confidential Information” means all information disclosed to the relevant party by or on behalf of
party: (i) in connection with the Services; or (ii) which is marked as or otherwise has been indicated to be
confidential, or which derives value to a party from being confidential, or which would be regarded as confidential
by a reasonable person. To avoid doubt, any materials you upload, share, or publish to any public areas of the
Services will not be Confidential Information.
19.2. Subject to Section 19.3, each party must treat all Confidential Information as strictly confidential and,
except as permitted in the Terms, must not disclose Confidential Information to any person.
19.3. A party may disclose Confidential Information if and to the extent:
(A) Required by law or order of the courts, by existing contractual obligations, or by any securities exchange or
regulatory or governmental body to which such party is subject, wherever situated (whether or not the requirement
for information has the force of law);
(B) Disclosed on a necessary basis to the professional advisers and auditors of such party;
(C) The Confidential Information has come into the public domain other than by a breach of any obligation of
(D) With the prior written approval of the other party, such approval not to be unreasonably withheld, delayed, or
made subject to conditions.
19.4. We may share your information (including Confidential Information) with third-party subcontractors in
connection with the provision of the Services, and with other persons as permitted in the Terms.
19.5. This Section 19 will not limit our ability to use Content, Anonymous Data, usage information, market data, or
information acquired from you through the use of the Services’ feedback system, which is and will remain our
19.6. The restrictions contained in this Section 19 will continue to apply after the termination or expiry of the
Terms without limit in time.
20. Changes to the Terms.
20.1. Pruvan may make changes to the Pruvan Terms of Service or Additional Terms from time to time. When these
changes are made, Pruvan will notify you from within, or through, the affected Services. These notices delivered are
via the Pruvan Direct online portal.
20.2. You understand and agree that if you use the Services after the date on which the Terms of Service or
Additional Terms have changed, Pruvan will treat your use as acceptance of the updated Pruvan Terms of Service or
21. General Legal Terms.
21.1. Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a
service or download a piece of software, or purchase goods, which are provided by another person or company. Your
use of these other services, software or goods may be subject to separate terms between you and the company or
person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
21.2. The Terms constitute the whole legal agreement between you and Pruvan and govern your use of the Services (but
excluding any services which Pruvan may provide to you under a separate written agreement), and completely replace
any prior agreements between you and Pruvan in relation to the Services.
21.3. You agree that Pruvan may provide you with notices, including those regarding changes to the Terms, by email,
regular mail, or postings on the Services.
21.4. You agree that if Pruvan does not exercise or enforce any legal right or remedy which is contained in the
Terms (or which Pruvan has the benefit of under any applicable law), this will not be taken to be a formal waiver of
Pruvan’s rights and that those rights or remedies will still be available to Pruvan.
21.5. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms
is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The
remaining provisions of the Terms will continue to be valid and enforceable.
21.6. You acknowledge and agree that each member of the group of companies of which Pruvan belongs will be
third-party beneficiaries to the Terms and that such other companies will be entitled to directly enforce, and rely
upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other
person or company will be third-party beneficiaries to the Terms.
22. Governing Law, Jurisdiction, and Disputes.
22.1. The Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation
(including non-contractual disputes or claims) are governed by and will be construed in accordance with the laws of
the State of New York, excluding that body of law applicable to conflicts of law.
22.2. You and Pruvan submit to the non-exclusive jurisdiction of the federal, state, and county courts in the State
of New York for all purposes relating to and in connection with these Terms and any such dispute or claim.
22.3. Pruvan is entitled to seek legal or equitable relief in any federal, state, or county court in the State of
New York without first submitting the matter to arbitration with respect to alleged breaches or threatened breaches
of any material term or provision of these Terms. The federal, state, and county courts in the State of New York
have exclusive jurisdiction over any such claim. You hereby irrevocably submit to the personal jurisdiction of any
such court in the State of New York for any such claims and waive any claim or defense of inconvenient forum or lack
of personal jurisdiction under any applicable law, decision, treaty, or otherwise. In making the foregoing
submission to jurisdiction, you expressly waive the benefit of any contrary provision of the laws of the
jurisdiction of your incorporation or where you are doing business. All disputes, disagreements, controversies,
questions, or claims brought by you arising out of or relating to these Terms including, without limitation, with
respect to its formation, execution, validity, application, interpretation, performance, breach, termination, or
enforcement, must be determined by arbitration.
22.4. You and the Pruvan both agree that regardless of any statute or law to the contrary, any claim or cause of
one (1) year after such claim or cause of action arose or be forever barred.
23.1. If you suffer a claim by a third party alleging that your use of the Services infringes any intellectual
property rights of any person (“IPR Claim”), you:
(A) Agree to notify us as soon as reasonably practicable and in any event within fourteen (14) days of becoming
aware of the allegation;
(B) Must not make any admission of liability, agreement, or compromise in relation to the matter without our prior
(C) Give us complete authority to conduct all proceedings relating to the matter (and agree to cooperate with us in
relation to all such proceedings).
23.2. Provided you have complied with Section 23.1 and provided the IPR Claim relates to your use in accordance with
the Terms, we will conduct the defense or settlement of the IPR Claim and will indemnify you against any settlement
which we agree, or any amount awarded by a court of competent jurisdiction, to the extent arising from the IPR
23.3. In connection with any claim brought by a third party (including IPR Claims and proceedings by regulatory
authorities), to the extent any loss, damage, or expense (including reasonably incurred legal fees) suffered or
incurred by us in connection with the claim results from your violation of the Terms, you must indemnify us against
such loss, damage, or expense.
23.4. You indemnify us, and will hold us harmless, against any loss, damage, or expense (including reasonably
incurred legal fees) suffered or incurred arising in connection with any allegation by a third party that your
Content infringes the intellectual property rights, rights of privacy (including data privacy), or other rights of
23.5. Unless agreed otherwise in a separate written agreement with Pruvan, you, the individual or entity using the
Services (“Account Holder”), hereby indemnifies and undertakes to keep indemnified Pruvan and its
directors, shareholders, employees, consultants, agents, affiliates and suppliers against all liabilities, losses,
costs, expenses (including legal expenses and amounts paid upon advice in settlement of any legal action) arising
out of or in connection with any breach of any of these Terms by any end user granted access to the Services though
the Account Holder’s account. This indemnification section survives the termination of this agreement.