ToProovIt

Version 08.07.2019

Consistent with applicable law, the following Terms of Service Access Agreement

(the “Agreement”) sets for the terms and conditions which governs all aspects of the
user’s (“you” or the “user”) use for the ToProovIt application and is associated services.
ToProovIt, LLC is referred to herein as “ToProovIt”, “us”, “we” or “our”) in this
Agreement. ToProovIt, LLC owns and manages the ToProovIt application (the
“ToProovIt App”), as it is amended and updated over time.

READ THIS AGREEMENT. You are legally bound to the terms of this

Agreement. There is a class action waiver and binding arbitration clause.

Subject to the details below, in short:
•

ALWAYS SEEK QUALIFIED LEGAL COUNSEL IN THE STATE IN WHICH

YOU RESIDE FOR ADVICE ON HOW TO BEST UTILIZE THE TOPROOVITAPP.
•

WE DO NOT SELL YOUR PERSONAL DATA.

•

WE DO NOT UTILIZE YOUR REPORTS.

•

YOU DECIDE WHEN YOUR REPORTS ARE UTILIZED – The only

exception is when we are required to disclose due to a court order, administrative
order or other governmental entity with subpoena power.

ToProovIt’s

website (www.ToProovIt.com) is referred to herein as the

“Website”.

The ToProovIt App and Website are collectively referred to herein as the “Services”.
The Services are provided to you by ToProovIt subject to this Terms of Service Access
Agreement, which may be updated from time to time where no notice may be provided
to you.

The Services are made available to you subject to the following Terms of Use,

which may be updated by us from time to time without notice to you. In the event that
you do not agree with any part of this Agreement, then you are not to use the Services.

THE SERVICES

ToProovIt is evidence-gathering service which allows

its users to aggregate data and information which may be used by you when you
decide to provide the same to your manager, human resources department,
family members, prospective legal counsel and legal counsel. The report,
including attached photos, may be used to refresh your memory during
depositions, administrative hearings or court proceedings.

NOT A LAW FIRM. We are not law firm. Though you may be able to

contact an attorney through linking with or through the Services, ToProovIt is not
a law firm and does not provide legal services or provide legal advice. As a
result, you do not have attorney-client communications with ToProovIt which are
privileged. If you hire a law firm, your relationship with that firm is between you

and the law firm. In other words, ToProovIt is not an intermediary between you
and your legal counsel. You do not have a
3.

APPLE APP STORE and GOOGLE PLAY. In addition to this Agreement,

the use of the Services is governed by the use agreements with Apple App Store,
Apple Pay, Good Play Store and Android Pay, as applicable.

RIGHT TO REJECT USER. ToProovIt is under no obligation to accept

person as user and may terminate the use of any person by ToProovIt’s sole,
final and non-reviewable discretion.

LAWFUL USE. You are to not use the Services for any illegal purpose

including any fraudulent activity.  You are not to use the Services to reverse
engineer the Services to create a competitive version of the Services.  Any such
violation of this obligation shall be enforced in an appropriate forum.  The user’s
use shall not infringe on the intellectual property rights of others, including
copyright, trademark, service mark of any other party, including us.  The Services
shall not be used for the defamation of any third party, record any obscenity nor
be used to invade others privacy in violation of applicable law.  ToProovIt may
contract, license or otherwise link to third-party service providers, including law
firms, or third parties which may link to third-party service provided, including law
firms; provided, however, that any such link shall be at the sole risk of the user.

HACKING and IMPROPER USE.  You shall not utilize the Services in an attempt
to hack into the file of any party, nor shall you attempt to copy, reverse engineer
or otherwise copy of the programming and code of the Services.  You shall not
spread any virus or malware using the Services, nor shall you make any attempt
to gain access to any account housed in the Services.  Notwithstanding any use
permitted herein, you shall NOT, without the prior written consent of ToProovIt:  

 
1. Decompile, reverse engineer, disassemble, or create derivative
works from the Services;  

 
2. Hack into or otherwise access any file of any party which is part of
the Services; 

 
3. Upload, post, e-mail, transmit, publish, re-publish, distribute or
make available to others the Services;  

 
4. Remove any ToProovIt marks, including but not limited to all
copyright, trademark and patent markings within the Services, nor shall you use
the Services for any commercial or other purpose, including but not limited to,
advertising, rental, lease, license and sale of the Services;  

 
5. Assign, rent, lend, lease, sell, sublicense, transfer, export from the
United States, copy, reproduce, modify, adapt, translate, reverse engineer,

decompile, disassemble, extract components from, or create derivative works of
the Services. 

AGE RESTRICTIONS. The Services shall be available to person aged

thirteen (13) years old and older. If you are under eighteen (18) years old but
over thirteen shall have a parent or legal guardian review the agreement with the
user.
8.

PASSWORDS. You shall keep your password confidential at all times.

You represent and warrant that if you suspect your password secrecy has been
compromised, you shall use the change password function with the Services.

INTELLECTUAL PROPERTY. The Services consists of and contains

content which may be protected by applicable intellectual property laws, including
trademarks, service marks, copyrights, logos, process patents (method patents)
and other protected right (collectively, the “IP Rights”).  The IP rights may be
owned by ToProovIt, Apple or Google under the laws of the United States and
other jurisdictions.  You have no right to the IP rights and the use of the Services
shall not grant you the license to use the IP Rights without the express written
consent of the rights holder first having provided said consent.  The limitation in
the immediately preceding sentence shall include but not be limited to any public
performance, commercial use, posting on social media or other computer usage.
None of the IP Rights shall be retransmitted, copied or reproduced without the
express written consent of the rights holder first having provided said consent.

10.

RIGHT TO TERMINATE SERVICE. We reserve the right to terminate the

Services at any time in our sole, final and non-reviewable discretion, which shall
be without reimbursement or refund of any amounts previously paid for the
Services.

11.

USER-PROVIDED INFORMATION. In the event that you contact

ToProovIt via email or any other means, ToProovIt shall have the right to utilize
any content in said communication for the improvement of the Services, which
shall be free from any pecuniary consideration to you.  You represent and
warrant that any comments, suggestions and recommendations provided to
ToProovIt by you regarding the Services are provided by you for the
consideration of the possibility of the eventual improvement, marketing and
management of the Services, the adequacy and sufficiency of which is
recognized by you as appropriate and complete consideration.  You hereby grant
to us the irrevocable, worldwide and royalty-free license to use, copy, distribute,
perform, publish, license and publish derivative works from any user-provided
information; provided, further, that we shall have the right to exploit such rights
throughout the universe in any media and any form and for any purpose, now
known and hereafter devised, from the beginning of time to the end of time.

12.

DISCLAIMER OF WARRANTIES. ToProovIt HEREBY DISCLAIMS ANY

AND ALL WARRANTIES WHICH WOULD OTHERWISE BE IMPLIED BY
APPLICABLE LAW.  THE SERVICES ARE PROVIDED ON AN “AS-IS, WHERE-
IS, AS-AVAILABLE, WHEN-AVAILABLE” BASIS WITH ALL FAULTS AND
DEFECTS NOT COVERED BY ANY WARRANTY OF ANY KIND.  ToProovIt
DISCLAIMS ALL WARRANTIES INCLUDING BUT NOT LIMITED TO THE
WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF ANY THIRD
PARTIES’ RIGHTS, FITNESS FOR A PARTICULAR PURPOSE, WARRANTY
OF TITLE, WARRANTIES DERIVED FROM A COURSE OF DEALING,
COURSE OF PERFORMANCE, USAGE OR TRADE, OR THE LIKE.  AS IT
RELATES TO ANY WARRANTY, CLAIM FOR BREACH OF CONTRACT, OR
TORT CLAIMS, WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR
CONSEQUENTIAL DAMAGES, LOST PROFITS, DAMAGES FROM LOST
DATA, DAMAGES ARISING FROM THE LOSS OF A LEGAL ACTION DUE TO
THE SERVICES, LOSSES FROM THE INTERRUPTION OF BUSINESS
ACTIVITIES DUE THE FAILURE TO BE ABLE TO ACCESS THE SERVICES;
PROVIDED, FURTHER, WE SHALL NOT BE RESPONSIBLE FOR ANY
DIRECT DAMAGES THAT YOU MAY HAVE SUFFERED DUE TO THE USE OF
THE SERVICES, WHICH SHALL BE LIMITED SOLELY TO THE PAYMENT(S)
YOU HAVE MADE TO US FOR THE SERVICES DURING THE SIX MONTHS
PRECEDING THE TRIGGERING OF THE CLAIM WHICH YOU MAY BRING.
THE DISCLAIMERS AND EXCLUSIONS CONTAINED HEREIN MAY NOT
APPLY (FULLY OR PARTIALLY) IN SOME STATES, AS SOME JURISDICTIONS
DO NOT ALLOW FOR THE EXCLUSION OF CERTAIN WARRANTIES.

13.

THIRD-PARTY LINKS. The Services may have certain links to third-party

sites and services which are provided to you for your convenience.  You
understand that these links are provided for your convenience and such links do
not mean that we endorse, warrant or guaranty the services and products which
are provided through such links.  We are not responsible for the content and
accuracy of such linked sites.  All use of third-party links are done at your own
risk.

14.

INDEMNIFICATION, DEFEND and HOLD HARMLESS. You shall

defend, indemnify, and hold us and our managers, members, officers, directors,
employees, successors, licensees, and assigns harmless from and against any
claims, actions, or demands, including, without limitation, legal, accounting and
professional fees, arising from, proximately caused or resulting from your breach
of this Agreement or applicable law regarding the Services.  We shall provide
notice to you of any such cause of action, demand, claim, suit, or proceeding and
you shall, at your sole cost and expense, defend, indemnify and hold the parties
set forth above harmless from any such cause of action, demand, claim, suit, or
proceeding.  We shall have the right to assume the exclusive defense and control
of any matter that is subject to indemnification under this section.  At all times,

you shall cooperate with us in any reasonable requests regarding your
obligations in this Agreement.

15.

DIGITAL MILLENNIUM COPYRIGHT ACT. ToProovIt recognizes its

obligations under applicable law including the Digital Millennium Copyright Act
(the “DMCA”). In the event that we receive notice that user content is made in
violation of any applicable law, then ToProovIt will take reasonable steps to
remove said content from the Services. ToProovIt’s designated agent under the
DMCA for any claim of infringement shall be (with no liability to ToProovIt):

ToProovIt, LLC
Managing Member  
2565 East Perrin Avenue #112 
Fresno, CA 93720

16.

TERMINATION OF THE AGREEMENT AND THE SERVICES. We shall

have the sole, exclusive and non-reviewable right to suspend, alter and terminate
this Agreement and the Services at any time with no prior notice to you, where
such termination shall be with no liability to ToProovIt. If this Agreement is
terminated, such termination shall not affect the validity of the following
provisions of this Agreement, which shall remain in full force and effect:
“Intellectual Property,” “Right to Terminate Agreement and Services,”
“Indemnification, Defend and Hold Harmless,” “Binding Arbitration and Class
Action Waiver,” “Choice of Law,” “Waivers,” and “Disclaimer of Warranties.”

17.

USAGE OF THE APPLE APP STORE and GOOGLE PLAY STORE. The

following terms apply when you download the ToProovIt App from Apple’s App
Store and the Google Play Store (collectively, the “App Store”). These terms are
in addition to all other terms contained in the Agreement.
1. You acknowledge and agree that (i) the Agreement is between you and

ToProovIt only, and not Apple; and (ii) ToProovIt, not Apple, is solely responsible for
the Apps and content thereof. Your use of the Apps must comply with the App Store
Terms of Service.

2. You acknowledge that Apple has no obligation whatsoever to furnish any

maintenance and support services with respect to the Service.

3. In the event of any failure of any of the Apps to conform to any applicable

warranty, you may notify Apple, and Apple will refund the purchase price, if any, for
the applicable App to you and, to the maximum extent permitted by applicable law,
Apple will have no other warranty obligation whatsoever with respect to the App. As
between ToProovIt and Apple, any other claims, losses, liabilities, damages, costs, or
expenses attributable to any failure to conform to any warranty will be the sole
responsibility of ToProovIt.

4. You acknowledge that, in the event of any third-party claim that the Apps or

your possession and use of an App infringes that third party’s intellectual property
rights, as between ToProovIt and Apple, ToProovIt, not Apple, will be solely
responsible for the investigation, defense, settlement, and discharge of any such
intellectual property infringement claim to the extent required by the Agreement.

5. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-

party beneficiaries of the Agreement as related to your license of the Apps, and that,
upon your acceptance of the terms and conditions of the Agreement, Apple, will have
the right (and will be deemed to have accepted the right) to enforce the Agreement
as related to your license of the Apps against you as a third-party beneficiary thereof.

18.

CHOICE OF LAW. The Services are based in the United States. We

make no claims concerning the Services outside of the United States. You shall
be solely responsible for ensuring compliance with the laws of the state in which
you reside. You expressly acknowledge and agree that this Agreement is formed
in the State of California. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of California, without giving effect
to its principles of conflicts of laws.

19.

WAIVER. Our failure to act on or enforce any provision of the Agreement

shall not be construed as a waiver of that provision or any other provision in this
Agreement. No waiver shall be effective against us unless made in writing, and
no such waiver shall be construed as a waiver in any other or subsequent
instance. Except as expressly agreed by us and you in writing, this Agreement
constitutes the entire Agreement between you and us with respect to the subject
matter, and supersedes all previous or contemporaneous agreements, whether
written or oral, between the parties with respect to the subject matter. The section
headings are provided merely for convenience and shall not be given any legal
import including the expansion of reduction of any of the terms of a given section.

20.

SUCCESSORS. This Agreement shall inure to the benefit of ToProovIt’s

successors, assignees, licensees and sublicensees.

21.

BINDING ARBITRATION and CLASS ACTION WAIVER. For any

dispute arising from this Agreement or the Services (each shall be a “Dispute”),
either party may elect to have each Dispute resolved through arbitration in
accordance with the Federal Arbitration Act. Any election to arbitrate shall be
binding on the parties. All parties agree that any arbitration or proceeding shall
be limited to the Dispute between us and you individually. To the full extent
permitted by law, (i) no arbitration or proceeding shall be joined with any other;

(ii) there shall be no right or authority for any Dispute to be arbitrated or resolved
on a class action-basis or to utilize class action procedures; and (iii) there is no
right or authority for any Dispute to be brought in a purported representative
capacity on behalf of the general public or any other persons.  You agree that you
shall not bring claims against us as a plaintiff or class member.  IN THE EVENT
THE PARTIES ENGAGE IN ARBITRATION, THEN THE RIGHT TO LITIGATE
THE DISPUTE IN A COURT, HAVE A JURY TRIAL, RIGHTS OF DISCOVERY
MAY BE LIMITED.

22.

ENTIRE AGREEMENT. This Agreement constitutes the entire agreement

between the parties with respect to the subject matter of the Agreement and
supersedes all prior agreements between the parties, whether written or oral,
relating to the same subject matter.

23.

MODIFICATIONS. ToProovIt shall have at all times the right to modify this

Agreement, the Services any policies affecting the Services at any time and at
ToProovIt’s sole and non-reviewable discretion.  Any such modification shall be
effective immediately or upon any date determined by ToProovIt.  Your continued
access to the Services after any such modification shall be conclusively deemed
an acceptance of all such modifications, regardless whether you have notice of
such modifications. Your only right with respect to any dissatisfaction with any
modifications made pursuant to this provision shall be for any change in the
amount or type of fees associated with the Services is to terminate your
subscription in accordance with this Agreement.

24.

SEVERABILITY. If any provision of this Agreement is found by any court

of competent jurisdiction to be invalid or unenforceable, the invalidity of such
provision shall not affect the other remaining terms and provisions of this
Agreement, and all such provisions shall not affected by such invalidity and,
further, shall remain in full force and effect.

25.

WAIVER. The waiver by ToProovIt of any breach or default in any of the

provisions of this Agreement by the user shall not be construed as a waiver of
any succeeding breach of the same or other provisions, nor shall any delay or
omission on the part of either party to exercise or avail itself of any right, power,
or privilege that it has or may have hereunder operate as a waiver of any breach
or default by the other party.