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Website Terms of Use

1. User's Acknowledgement and Acceptance of Terms.

Proven Direct, Inc., (d/b/a Proven Pictures and also referred to herein as us or we) provides this internet website and related services (together referred to as the "Services") and the products sold through this site (the "Products") subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the "Terms of Use"). The Terms of Use shall supersede all other communications, written or oral, with regard to the Services. Any violation of these Terms may result in termination of our service to you.

BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE, PLEASE EXIT THE WEBSITE NOW. BY USING THE SERVICES YOU REPRESENT THAT YOU ARE DULY AUTHORIZED TO EXECUTE THIS AGREEMENT AND TO LEGALLY BIND THE ENTITY YOU REPRESENT TO THESE TERMS OF USE. YOUR REMEDY FOR DISSATISFACTION WITH THE SERVICES, PRODUCTS, CONTENT OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS WEBSITE, EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS OF USE, IS TO STOP USING THE SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THE SERVICES.

These Terms of Use are effective immediately. We reserve the right to change the Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this Website and the Terms of Use periodically and to be aware of any modifications. Your continued use of this Website after such modifications shall constitute your acknowledgement of the modified Terms of Use in agreement to be bound by the modified Terms of Use.

2. Description of Services.

We make various Services available on and through this Website including, but not limited to, an online Order Entry Application to support the creation, ordering and fulfillment of Custom Photo Products. You are solely responsible for providing, at your own expense, all equipment necessary to use the Services, including a computer and your own Internet access (including payment of any service fees associated with such access). We reserve the sole right to either modify or discontinue the Services, including any features within, at anytime with or without notice to you. We shall not be liable to you or any third-party shall we exercise such right. Modifications shall include, but are not limited to, changes in the pricing structure, the addition of fee-based services, or changes to limitations on allowable file sizes. Any new features that augment or enhance the then – current services on this Website shall also be subject to these Terms of Use. You understand and agree that temporary interruptions of the services available through this Website may occur as normal events. You further understand and agree that we have no control over the third-party networks you may access in the course of the use of this Website, and therefore, delays and disruption of other network transmissions are completely beyond our control.

You understand and agree that the services available on this Website are provided "AS IS" and "AS AVAILABLE" and that we assume no responsibility for the timeliness, deletion, misdelivery, or failure to store any electronic communications or personalization settings.

3. Intellectual Property.

For purposes of these Terms of Use, "Content" is defined as any information, communications, software, photos, video, graphics, music, sounds, and other material provided by Us that can be viewed by users on our Website. This includes, but is not limited to, message boards, chat, and other original content.

By accepting these Terms of Use, you acknowledge and agree that all Content presented to you on this Website is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Proven Direct, Inc. and/or its Affiliates and/or Partners. You are permitted to use the content as expressly authorized by Proven Direct or the specific content provider. You may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this Website in any form or by any means without prior written permission from Proven Direct or the specific content provider, and you are responsible for obtaining permission before reusing any proprietary material that is available on this Website. Any unauthorized use of the materials appearing on this Website may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

We do not warrant or represent that your use of materials displayed on, or obtained through, this Website will not infringe the rights of third parties. See "User's Materials" below for a description of the procedures to be followed in the event that any party believes that content posted on this Website infringes any intellectual property or other proprietary right of any party.

All brand, product and service names as well as logos, custom graphics, and icons, registered trade names, trademarks, or service marks used in this product to identify Proven Direct, Inc., their products or their services are registered trademarks, trademarks, or service marks of Proven Direct, Inc. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants any right to use a trademark, service mark, logo, and/or name of ours.

You shall not duplicate, translate, modify, copy, printout, disassemble, decompile, reverse-engineer or otherwise tamper with the Website or any software or other material provided therewith.

4. User's Materials.

If you believe your copyright, trademark or other intellectual property rights have been infringed by a posting on this Website, you should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
  2. Identification of the copyrighted work or other intellectual property right claimed to have been infringed;
  3. Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
  4. Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit us to locate the materials;
  5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the owner, agent, or the law; and
  6. A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512(c), our Designated Agent for Notice of claims of copyright infringement can be reached as indicated below. Service of repeat infringers of copyright or of users about whom repeat claims of copyright infringement are received will be terminated.

Designated Agent for Claimed Infringement:

Mike Limbach
Proven Direct
1301 W. Canal Street
Milwaukee, WI 53233
(414) 383-6610
mlimbach@provendirect.com

You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Website without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

5. Conduct.

You agree to submit material through the Order Entry Application for creation of Photo Products according to the file specifications and templates we provide. Any files submitted outside of these specifications are done so at your own risk; products created from non-conforming files are not eligible for return. We will not be liable for files created or formatted incorrectly. You agree to create files according to the requirements and specifications provided, and to not transmit, upload, share, post, or otherwise distribute or facilitate distribution of any content, including text, communications, software, images, sounds, data, or other information, that:

  1. Constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
  2. Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
  3. Impersonates any person or entity, including any of our employees or representatives.
  4. Is threatening, defamatory, abusive, obscene, pornographic, inappropriate or profane;
  5. Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
  6. Promotes bigotry, racism, hatred or harm against any individual or group.
  7. Is not your personal property, unless you are properly licensed to use the material or have the express written permission of the author / owner.

We and our agents have the right at our sole discretion to remove any content that, in our judgment, does not comply with these Terms of Use and any other rules of user conduct for the Website, or is otherwise harmful, objectionable, or inaccurate. We are not, however, responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content.

In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the Website may be available to you or other authorized users of the Website. You shall not interfere with anyone else's use and enjoyment of the Website or other similar services. Users who violate systems or network security may incur criminal or civil liability.

You agree that we may at any time, and at our sole discretion, terminate your account without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other Websites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

6. Image and Project Security.

Proven Direct provides functionality to allow schools to use the site for fundraising activities. This functionality includes a Community Album feature that facilitates the sharing of images by making them public to any member of the community. The ability to place images in a Community Album is under the control of the school, and any policies or procedures related to community album image content are the responsibility of the school. Proven Direct is not required to approve these policies and procedures or to confirm compliance with same.

The site also provides features that allow individual users to share images and projects. This functionality is under user control, and you assume all risks associated with its use.

7. Payment Terms and Pricing.

All pricing is stated in U.S. dollars and is subject to change. Prices do not include taxes or duties required by other countries. Charges for shipping and handling will be made in accordance with our then current shipping policies.

You represent and warrant that: (a) you are authorized to make charges to the credit card used to place your order; (b) any credit card information you provide to us is true, correct and complete; (c) charges incurred by you will be honored by your credit card company; and (d) you will pay charges incurred by you at the posted prices including all applicable taxes, if any. Current billing, address and phone information must be included with every order.

8. Order Acceptance and Cancellation.

Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept, decline or limit your order for any reason, whether or not your credit card has been charged. If your credit card has been charged and your order is cancelled you will receive a prompt refund credit to your account. We reserve the right at any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. Once an order has been placed, it cannot be cancelled.

9. Return Policy.

Proven Pictures will accept product returns for any reason, provided that the product is returned to Proven Pictures and provided that the return package is postmarked within 30 days of product delivery. The product must be returned, at your expense, with the original shipment packaging and paperwork. We will refund the purchase price, plus the original shipping cost, for any products returned under this policy.

10. Account Security and Passwords.

You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account, including any mail sent and any charges incurred. Therefore, you must take steps to ensure that others do not gain access to your password and account. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account in the event of any unauthorized transfer or sharing thereof.

You agree that, under these Terms of Use, we, or our agents may access your account and any data or content stored on the Website for purposes including, but not limited to:

  • Forwarding your password upon your request;
  • Maintaining and updating the application for use by Recipient;
  • Obeying any court order, subpoena, complaint or other lawful request from government authorities;
  • Closing an account.

11. Privacy Policy.

We will take all reasonable precautions to protect and safeguard your privacy. Information supplied by you is used only by us and only to conduct business with you. This business includes but is not limited to:

  • Fulfilling your orders for the products and services described in this Agreement.
  • Promoting our products and services to you.

Your identification will not be rented, sold or shared with any other parties except to abide by the law or legal processes that require it, or when necessary to protect our rights or property or of others.

This Privacy Policy may be updated from time to time.

12. Termination.

You understand that Proven Pictures will automatically delete accounts that are inactive for a period of one year (365 days). "Inactive" in this context means that no product order has been placed.

You further agree that we may, in our sole discretion, terminate or suspend your access to all or part of the Website with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity shall be grounds for terminating our relationship and may be referred to appropriate law enforcement authorities.

13. Disclaimer of Warranty and Limitation of Liability.

ALL PRODUCTS AND SERVICES ON THIS WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED.

YOU UNDERSTAND AND AGREE THAT THE SUBMISSION OF ANY CONTENT TO US, AND THE DOWNLOAD OR UPLOAD OF ANY MATERIAL THROUGH THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK; AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO SUPPLIED CONTENT OR IMAGES OR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT IN THE DOWNLOAD OR UPLOAD OF ANY MATERIAL. YOU ARE SOLELY RESPONSIBLE FOR CREATING BACKUPS OF DIGITAL CONTENT. IN THE EVENT OF ANY LOSS OR DAMAGE OF THE FINAL PRODUCT THAT OCCURS BETWEEN MANUFACTURE AND DELIVERY, WE WILL BE LIABLE ONLY TO THE EXTENT OF THE CURRENT RETURN POLICY.

WE MAKE NO WARRANTY THAT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT THE WEBSITE OR ITS SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE MAKE NO WARRANTY REGARDING ANY SOFTWARE, GOODS, SERVICES, SPECIAL OFFERS, OR THE DELIVERY, QUALITY, ACCURACY, TIMELINESS, COMPLETENESS OR RELIABILITY OF ANY SOFTWARE, GOODS OR SERVICES, PURCHASED, ACCESSED, OBTAINED, OR ADVERTISED THROUGH US. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES RESULTING FROM THE USE OR PROVISION OF THE WEBSITE OR ANY RELATED PRODUCTS AND SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

14. Indemnification.

Upon a request by us, you agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorney's fees that arise from your use or misuse of the Website. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

15. Storage of Content.

You acknowledge that we may establish general practices and limits concerning use of the services available on the Website, including without limitation the maximum number of days that uploaded content will be retained on the Website, the maximum disk space that will be allotted on our servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the services in a given period of time. You agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through this Website. You acknowledge that we reserve the right to log off accounts which have not paid required fees or are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

The accounts of our users operate on shared resources. Excessive use or abuse of these shared network resources by one user may have a negative impact on all other users. Misuse of network resources in a manner that impairs network performance, including excessive consumption of CPU time, memory, disk space, and session time, is prohibited and may result in termination of your account or limitation of your activities.

The Website is not designed or intended to be used as a disaster recovery facility or as an emergency data storage facility. Although we take reasonable precautions to preserve and protect the material you upload to the Website, you should not rely on the Website as your only storage facility. You should preserve backup copies of any digital data, information or other materials that you have uploaded. You agree to hold us harmless for any damage to, any deletion of or any failure to store your files, data or content.

16. Export Controls.

Software available on or through this Website is subject to United States Export Controls. No software from this Website may be downloaded or exported (a) into (or to a resident of) any country which the United States has embargoed goods; or (b) anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders. By downloading or using the software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

17. International Use.

Although this Website may be accessible worldwide, we make no representation that materials on this Website are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Website from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this Website is void where prohibited.

18. Force Majeure.

In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through the Website arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

19. Governing Law.

The Website (excluding any linked sites) is controlled by us from our offices within the State of Wisconsin, United States of America. It can be accessed from all fifty (50) states as well as from other countries around the world. As each of these places have different laws that may differ from those of the State of Wisconsin, by accessing this Website you agree that these statutes and laws of the State of Wisconsin, without regard to the conflicts of laws and principals, will apply to all matters relating to the use of this Website and the purchase of products and services available to this Website. You agree and hereby submit to the exclusive personal jurisdiction and venue of the Circuit Court of Milwaukee County, Wisconsin and the United States District Court for the Eastern District of Wisconsin with respect to such matters.

20. No Assignment.

You may not assign this your rights or obligations under these Terms of Use without our prior written consent. These Terms of Use shall be binding upon and inure to the benefit of the parties and their respective administrators, successors and assigns.

21. Headings.

Headings used herein are provided for convenience only and shall not be used to construe meaning or intent.

22. Arbitration.

The parties agree that they will use their best efforts to amicably resolve any dispute arising out of or relating to these Terms of Use. Any controversy, claim or dispute that cannot be so resolved shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted in Milwaukee, Wisconsin, or such other place as may be mutually agreed upon by the parties. Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten (10) days of their appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrators' expenses and administrative fees of arbitration.

23. Severability.

If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

24. Entire Agreement.

This agreement comprises the entire agreement between you and Proven Pictures, and supersedes any prior or previous agreements between said parties.