PROVENBASE SUBSCRIBER AGREEMENT AND TERMS OF USE

1. YOUR ACCEPTANCE

Welcome to the ProvenBase Subscriber Agreement and Terms of Use (the “Agreement”). This is an agreement between ProvenBase, Inc, the owner and operator of www.provenbase.com and Provenbase software, application, components, and any associated services offered (collectively, the “Platform” or the “ProvenBase Platform”), and you, a subscriber of the Platform (“you”, “your”, the “User”, or the “Subscriber”). The Provenbase Platform may offer services to the Subscribers (the “Service(s)” or the “ProvenBase Services”) as applicable.

Throughout this Agreement, the words “ProvenBase”, “us”, “we”, and “our” refer to our company, Provenbase, Inc, as is appropriate in the context of the use of the words.

By clicking “I agree”, subscribing to the Platform, and accessing or using the Platform, you agree to be bound by this Agreement. We may amend this Agreement and/or our Privacy Policy and notify you when we do so. PLEASE BE AWARE THAT THERE ARE ARBITRATION, AUTOMATIC RENEWALS, AND CLASS ACTION PROVISIONS THAT MAY AFFECT YOUR RIGHTS. If you do not agree to the Agreement and/or our amendments to it, please cease using our Platform immediately. By using the Platform, you also affirm that you have read and understood our Privacy Policy.

2. PLATFORM AND SUBSCRIBER ACCOUNTS

Users may be required to register on the Platform before accessing portions of the Platform. Your registration information and information about your usage of our Platform (the “User Data”) will be collected and disclosed in accordance with our Privacy Policy. All Users are required to provide truthful, up-to-date, and accurate information when registering for our Platform and must be over the age of 18. We reserve the right to verify all User credentials and reject any Users. You are entirely responsible for maintaining the confidentiality of password and account and for any and all activities that occur under your account. You agree to notify ProvenBase immediately of any unauthorized use of your account or any other breach of security. ProvenBase will not be liable for any losses you incur as a result of someone else using your password or account, either with or without your knowledge. You may also create an account on behalf of your business or organization, where you create such an account you represent and warrant that you have the authority to enter into this Agreement on behalf of your business or organization.

3. ACCESS TO THE PLATFORM

After registering and properly paying for the ProvenBase Services, where required, we shall grant you access to the Platform as permitted by us and in accordance with this Agreement. You may only use the Platform for your own internal business purposes and your access is limited to yourself and to your business or organization’s authorized users as solely permitted by us. All rights not explicitly granted are reserved for ProvenBase. If you breach this Agreement, your access to use our Platform may be terminated at our discretion. Additionally, we may revoke your access to our Platform if we believe that your actions may harm us, our business interests, or any third-party rights. Failure by us to revoke your access does not act as a waiver of your conduct.

4. AUTHORIZED USERS

The Platform may allow Subscriber to give access to its authorized users. Subscriber agrees that it is solely responsible for all actions taken under any authorized user and all authorized users shall comply with all Subscriber obligations as set forth in this Agreement.

5. Provenbase Services

The ProvenBase Services may allow Subscribers to access a proprietary recruiting and sourcing tool with an emphasis on diversity. You may use the Platform and any ProvenBase Services solely as permitted and provided for by ProvenBase and in compliance with all applicable laws. Please be aware that any ProvenBase Services, except as expressly stated otherwise, are offered on an “as is”, “as available” and “with all faults” basis and ProvenBase makes no representations or warranties regarding any of the ProvenBase Services offered. ProvenBase reserves the right to modify, change, and/or discontinue any and all portions of the Provenbase Services at any time and may also remove or add ProvenBase Services to any subscription levels, at its sole discretion. Further, ProvenBase reserves the right to modify any Service offerings or Service tiers at any time. Please be aware that any information generated by you during the use of the ProvenBase Services other than the User Data are for general informational purposes and are considered the User Content (defined below). The Subscriber is solely responsible for all such information generated.

ProvenBase Chrome Extension
To utilize the ProvenBase Chrome Extension (the “Extension”), Users must possess an active ProvenBase User account. The ProvenBase Chrome Extension enhances User experience by providing additional information, sourced from ProvenBase, related to or matching candidates on third-party websites or systems being browsed. This includes, but is not limited to, contact details and insights not readily available on those external platforms. The sole purpose is to assist Users in their tasks within the ProvenBase account or generate relevant information to enhance their overall experience on the ProvenBase Platform.

Additionally, the ProvenBase Chrome Extension grants Users access to certain features otherwise exclusive to the ProvenBase Platform. Following the addition or installation of the ProvenBase Chrome Extension, Users can manually initiate it or grant automatic access to specific websites or systems by managing the Extension settings within their Google Chrome web browser.

It’s important to note that the content, data, and information provided through the ProvenBase Chrome Extension are delivered at the User’s request. While this content is believed to be reliable, ProvenBase does not guarantee its accuracy, timeliness, or completeness. ProvenBase retains the right to modify, restrict access to, suspend, or discontinue any aspect of the Provenbase Chrome Extension, including features, data, content, or customer support, at any time. ProvenBase may also impose limits on specific features and services without prior notice.

Upon adding or installing the ProvenBase Chrome Extension to your Google Chrome web browser, ProvenBase hereby provides you with a limited, non-exclusive, and revocable license (the “License”). This License allows you to install and use the ProvenBase Chrome Extension exclusively for the purpose of identifying potential candidates for recruitment and initiating initial contact with said candidates (that is, the Authorized Purposes as defined below). Periodically, we may update or modify the ProvenBase Chrome Extension in order to make it compatible with the newer version of Chrome, and as a result, we may automatically update the installed Extension on your device or provide updates, including patches, bug fixes, corrections, enhancements, plug-ins, and new versions of the Extension (the “Update(s)”). You hereby consent to receiving such Updates automatically. If it is determined that the Update will fix a critical security vulnerability or critical operability issue related to the Extension, the Update may be completed irrespectively of your Update settings.

Your use of the ProvenBase Chrome Extension, including any Updates, is bound by and subject to the terms of this Agreement. ProvenBase is not obligated to maintain, support, upgrade, or update the ProvenBase Chrome Extension. At any time, and at its sole discretion, ProvenBase may terminate or suspend your License, and deactivate the ProvenBase Chrome Extension on your device without prior notice, as outlined in the Termination Section below. Furthermore, your Google Chrome web browser may periodically check for updates for all your extensions, including the ProvenBase Chrome Extension. Such updates are governed by the privacy policies and terms of your Google Chrome browser, which we recommend reviewing.

ProvenBase may offer support services, and any additional software code provided as part of those services will be considered integral to the ProvenBase Chrome Extension, subject to the terms and conditions of this Agreement.

6. No Endorsement

ProvenBase does not endorse or recommend any person, company, content, User Content (defined below), other information found, or other resources associated with any User of the Services or the Platform. You agree that ProvenBase shall not be, and is not responsible or liable for any damage or loss, directly or indirectly, caused or alleged to be caused by or in connection with the use of or reliance on any such information.

7. REPRESENTATIONS AND WARRANTIES

You represent, covenant, and warrant that you will use the Services and the Platform in compliance with ProvenBase’s published policies then in effect and all applicable federal and state laws and regulations. Specifically, you acknowledge that ProvenBase is not a consumer reporting agency as defined by the Fair Credit Report Act (the “FCRA”). ProvenBase does not evaluate, recommend, or endorse any candidates found on the Platform. ProvenBase merely provides the Subscribers with information regarding any persons searched for using the Service. It is the Subscriber’s responsibility to evaluate and verify any information and to determine any information’s suitability for your purposes. You agree not to use any information generated through the Platform or the Services as the sole means and for the sole purpose to evaluate a person’s eligibility for employment purposes. You further agree not to use the reports to determine a person’s eligibility for credit or insurance to be used primarily for personal, family, or household purposes, to evaluate a person’s eligibility for a government license or benefit, or for any other purpose specified in the FCRA (15 U.S.C. § 1681b), Federal Trade Commission or court interpretations of the FCRA, or similar state statutes. Further, you agree to abide by the Civil Rights Act of 1991 and any other Equal Opportunity Employment related laws and statutes and any state anti-discrimination statutes when using our Platform or the Services.

8. Authorized Purposes

Any use of any information or reports found on the Services may be only used for the Authorized Purposes and must be in compliance with all portions of this Agreement. For the purposes of this Agreement, the “Authorized Purposes” means: (1) engaging with an individual, researching an individual, and all other purposes related to recruiting and human resources for the Subscriber’s internal operations only; (2) internal auditing purposes; (3) detecting security, criminal, or malicious events; (4) debugging and troubleshooting errors; and (5) short-term or transient use.

9. Platform Ownership

You acknowledge that the structure, organization, and code of the Platform, any hosted services, and all related software components are proprietary to ProvenBase and/or ProvenBase’s licensors and that ProvenBase and/or its licensors retains exclusive ownership of the Platform, any documentation, information and any and all other intellectual property rights relating to the Platform, including all modifications, copies, enhancements, derivatives, and other software and materials developed hereunder by ProvenBase. You shall not sell, copy, reproduce, transfer, publish, disclose, display or otherwise make available the Platform or any portions of the Platform, including any modifications, enhancements, derivatives, and other software and materials developed hereunder by ProvenBase, to others in violation of this Agreement. You shall not remove any proprietary, copyright, trademark, or service mark legend from any portion of any of the Platform, including any modifications, enhancements, derivatives, and other software and materials developed by ProvenBase. All rights not expressly granted in this Agreement are reserved for us.

10. Subscriber Responsibilities

The Subscriber shall be exclusively responsible for its use or any of its authorized user’s use. Where a Subscriber submits any User Content (defined below), we are not responsible for such User Content, including, but not limited to, monitoring access permissions or providing any services excluding the ProvenBase Services. Additionally, you represent and warrant that: (1) you shall use the Platform solely for your internal commercial purposes; (2) you are duly authorized and have the power and authority to enter into this Agreement; (3) any User Content other than the Prospect Data (defined below) is not confidential; (4) the User Content is owned or properly licensed to the Subscriber and does not violate any third party agreements; (5) you will use the Platform only for legal and lawful purposes; and (6) you will not share your password with anyone or use your password for multiple sites and services. The Subscriber shall indemnify and hold ProvenBase harmless for a breach of any provisions of this Section.

11. Information Generated

ProvenBase is not responsible for any information generated via the Platform or the ProvenBase Services. The Subscriber understands and agrees that all ProvenBase Services are dependent on the information contained in any User Content submitted by the Subscriber and the Subscriber is solely responsible for that information. THE SUBSCRIBER AGREES TO HOLD PROVENBASE FREE FROM RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF YOUR USE OF THE PROVENBASE SERVICES. PROVENBASE WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES OR THE PLATFORM. ProvenBase does not warrant any results, guarantee, endorse, or recommend any information generated and the Subscriber’s use of such information generated is at its own risk.

12. Privacy

We value your privacy and understand your privacy concerns. You acknowledge and agree that we will collect from you and your device, use, and share certain personal information, including the User Data, as described in our posted Privacy Policy. Please review our Privacy Policy so that you understand our privacy practices. By accessing or using our Services, you agree that you have read and acknowledged our Privacy Policy.

13. User Content

Information that a Subscriber submits or uploads to the Platform, including, but not limited to, information and data about job prospects and applicants, such as applications and resumes (the “Prospect Data”), recordings, written content, images, videos, or other similar information will be referred to as the “User Content” throughout this Agreement. The User Content does not include the User Data. Please be aware that we are not required to host, display, migrate, or distribute any of your User Content and we may refuse to accept or transmit any User Content. You agree that you are solely responsible for any User Content submitted and you release us from any liability associated with any User Content submitted. Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion.

When submitting any User Content to our Platform you represent and warrant that you own all rights to the User Content, you have paid any fees to use or license the User Content, or you otherwise have the permission and right to use any User Content and share User Content with Provenbase and User Content other than Prospect Data with Provenbase's third party partners. Furthermore, you represent and warrant that all User Content is legal and the User Content does not interfere with any third party rights or obligations.

When submitting any User Content to our Platform, you represent and warrant that you own all rights to the User Content, you have paid any fees to use or license the User Content, or you otherwise have the permission and right to use any User Content and share User Content with ProvenBase and User Content other than Prospect Data with ProvenBase's third-party partners. Furthermore, you represent and warrant that all User Content is legal and the User Content does not interfere with any third-party rights or obligations.

When you submit any User Content to us, you grant ProvenBase, its partners, affiliates, Users, representatives and assigns a non-exclusive, limited, fully-paid, royalty-free, revocable, world-wide, universal, transferable, assignable license to display, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works, or use and reuse all or part of your User Content for the purposes of providing you any services associated with the Platform for the duration of this Agreement. The User Content that is the Prospect Data will not be shared with any third parties except as required to provide the ProvenBase Services. ProvenBase has no liability to the Users for any User Content including all data, information, copy, images, URL names, and anything else submitted by you or any third parties using the Platform. Specifically, ProvenBase shall not be liable for any errors related to any User Content. We reserve the right to remove, delete, modify, screen, edit, or refuse any User Content for any reason or no reason, and with or without notice to you.

In some cases, you may choose to link third-party services with the Platform; when you do so, you are granting those third parties access to your User Data and User Content. You are responsible for any such access by those third parties.

14. Additional Guidelines for User Content

Please be aware that third parties can access and use all User Content and User Data, thus we cannot guarantee the confidentiality of any User Content. When submitting any User Content:

• You agree to submit only the User Content which is truthful, up-to-date, and accurate;
• You agree not to submit any User Content that contains any confidential information;
• You agree not to submit any User Content that contains hate speech or promotes or condones violence against individuals or groups based on race or ethnic origin, religion, disability, gender, age, nationality, veteran status, or sexual orientation/gender identity;
• You agree not to submit any User Content that is considered spam or politically controversial; and
• You agree not to submit any User Content that may be considered: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing.

If you have violated any of our User Content Guidelines or if we believe that any User Content may harm the Platform, your access to the Platform may be suspended or terminated.

15. Monitoring User Content

ProvenBase shall have the right, but not the obligation, to monitor all User Content on the Platform, at all times, to determine compliance with this Agreement and any guidelines established by us. Without limiting the foregoing, ProvenBase shall have the right, but not the obligation, to remove or disable access to any User Content, at its sole discretion.

16. California Consumer Privacy Act

For the purposes of the California Consumer Privacy Act (CCPA), California Civil Code Sections 1798.100-1798.199, ProvenBase shall be a service provider with respect to the Subscribers’ Prospect Data. ProvenBase will not: (1) sell the Prospect Data, where “sell” is as defined in the CCPA; or (2) retain, use, or disclose the Prospect Data for any purpose other than for the specific purpose of performing the services specified in the Agreement or as otherwise permitted by the CCPA. For further details, please click here.

17. Use of the Platform

When using our Platform including ProvenBase Chrome Extension, you are responsible for your use of the Platform. You agree to the following:

• You may not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Platform;
• You may not use automated bots or other software to send more messages through our Platform than humanly possible;
• You may not decompile, reverse engineer, disassemble, modify, rent, sell, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of it;
• You may not access our Platform in an attempt to build a similar or other competitive product;
• You may not use the Platform in an unlawful manner;
• You may not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
• You may not violate or infringe other people's intellectual property, privacy, or other contractual rights while using our Platform;
• You may not interfere with or disrupt the Platform;
• You agree not to use the Platform in any way that is: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing;
• You agree that you will not hold ProvenBase responsible for your use of our Platform; and
• You agree that you will not intentionally damage or interfere with the operation of the ProvenBase Chrome Extension, or negatively impact another user’s experience, by any means, including uploading malicious code.

If you are discovered to be undertaking any of the aforementioned actions, your privileges to use our Platform may, at our discretion, be terminated or suspended. Additionally, if we believe that your actions may harm us or a third party, we may suspend or terminate your use of the Platform and we may pursue any legal remedy available to us under applicable law. Generally, we will provide an explanation for any suspension or termination of your use of our Platform, but ProvenBase reserves the right to suspend or terminate any account at any time.

18. Free Trials and Beta Users

ProvenBase may offer the Platform or the ProvenBase Services on a free trial basis or may make the Platform and the ProvenBase Services free for its beta Users. ProvenBase reserves the right to discontinue any free trials or free beta Users at any time and without liability to us. Where you have signed up for a free trial, you agree that, at the expiration of your free trial, you may be automatically subscribed to the ProvenBase Services and your payment method on file may be charged. The Subscriber may terminate this Agreement without penalty at any time during a free trial or beta period.

19. Subscriber Payments

The Subscriber agrees to pay for all costs, fees, and taxes listed when purchasing access to the Platform, including any recurring subscriptions. Where you have properly paid for a subscription, we shall grant you access to the ProvenBase Services and the Platform. In addition, the Subscriber agrees to timely pay any and all fees as charged. The Subscriber may upgrade or downgrade its subscription at any time. The upgrade or downgrade will take place only after the completion of the committed subscription period. Where applicable, you must agree to our third-party payment processors’ terms and conditions for processing payments. All prices are listed in U.S. Dollars. All information that you provide in connection with a payment or transaction must be accurate, complete, and current. Where you have failed to pay or where payments are overdue, ProvenBase may suspend or terminate your access to the paid portions of the Platform and the associated ProvenBase Services, without liability to us.

20. Automatic Renewals

Where the Subscriber has purchased a subscription, your payment information shall be logged for your convenience. IF YOUR ACCOUNT HAS BEEN SET UP FOR AUTOMATIC BILLING, COURSESTORM MAY CHARGE YOU AUTOMATICALLY AND ON A RECURRING BASIS, UNLESS YOU NOTIFY US THAT YOU WANT TO CANCEL YOUR AUTOMATIC PAYMENT VIA YOUR ACCOUNT DASHBOARD. ADDITIONALLY, YOU AUTHORIZE US TO BILL YOU ON A RECURRING BASIS AND AGREE THAT YOUR SELECTED SUBSCRIPTION SHALL AUTOMATICALLY RENEW FOR ADDITIONAL PERIODS (OF THE SAME LENGTH AS YOUR INITIAL SUBSCRIPTION), UNTIL WE ARE NOTIFIED OTHERWISE. YOU AGREE THAT NO ADDITIONAL CONSENT IS REQUIRED BY YOU TO CHARGE YOUR PREFERRED PAYMENT METHOD AUTOMATICALLY AND ON AN AUTOMATICALLY RENEWABLE BASIS FOR THE SUBSCRIPTION.

21. Refunds for Subscription

WWe want you to be satisfied with the ProvenBase Services; however, after any free trial period, no refunds shall be made available to you by ProvenBase. If you have any questions regarding the subscription or our policies, please contact us at contactus@provenbase.com .

22. Taxes

Where ProvenBase charges you taxes for any payments, you agree to pay any and all applicable taxes. The Subscriber agrees that ProvenBase cannot and will not provide the Subscriber with any tax advice, any such questions should be directed to the Subscriber’s tax attorney or other tax professional.

23. Pricing and Price Increases

The pricing for all paid subscriptions is listed on the ProvenBase Platform or within your account. Additionally, ProvenBase may increase the price of any paid subscriptions or ProvenBase fees charged, at our discretion, and we reserve the right to do so at any time. In the event of a price increase, ProvenBase shall notify you and you will have the chance to accept or reject any price increase. Please notify us if you intend to reject a price increase. Where you have rejected a price increase, this Agreement may be terminated immediately at our discretion. You agree that ProvenBase has no obligation to offer any services for the price originally offered to you at sign up.

24. Service and Capacity Restrictions

ProvenBase may place a capacity or service restriction depending on the Services or the subscription plan selected by the Subscriber. Please be aware that some capacity restrictions may renew on a monthly basis and any unused capacity shall not be rolled over to the next subsequent month. In order to increase any capacity or service restriction, the Subscriber may be required to subscribe to a higher tier of the Service offerings. If you have any questions regarding any capacity or restrictions of the Service, please contact us contactus@provenbase.com . Further, ProvenBase reserves the right to place capacity and the Service restrictions on any free trials or betas for any Subscribers.

25. Confidential Information

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as the “Proprietary Information” of the Disclosing Party). The Proprietary Information of ProvenBase includes non-public information regarding features, functionality and performance of the Service. The Proprietary Information of The Subscriber means only non-public Prospect Data marked confidential. The Receiving Party agrees: (1) to take reasonable precautions to protect such Proprietary Information; and (2) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after one (1) year following the disclosure thereof or any information that the Receiving Party can document: (1) is or becomes generally available to the public; or (2) was in its possession or known by it prior to receipt from the Disclosing Party; or (3) was rightfully disclosed to it without restriction by a third party; or (4) was independently developed without use of any Proprietary Information of the Disclosing Party; or (5) is required to be disclosed by law. The Subscriber shall own all right, title and interest in and to the Prospect Data.

ProvenBase shall own and retain all right, title and interest in and to: (1) the Services and the Platform, all improvements, reports, information, enhancements or modifications thereto; (2) any software, applications, inventions or other technology developed in connection with providing any Services or support; and (3) all intellectual property rights related to any of the foregoing. Notwithstanding anything to the contrary, ProvenBase shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning the Content Data and the User Data and data derived therefrom), and ProvenBase will be free (during and after the term hereof) to: (1) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other ProvenBase offerings; and (2) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

26. Subscriber Account Holds

From time to time, ProvenBase may place a hold (the “Hold”) on a Subscriber’s account. Some of the reasons that we may place a Hold on the Subscriber’s account include, but are not limited to, the following: (1) if we have reason to believe that your services offered or your actions have violated this Agreement, may harm our business, are deceptive, misleading, unlawful, or have harmed a third party or interfere with a third party contractual right; (2) at the request of our payment processors or due to delayed payment; or (3) if required in order to comply with a court order, subpoena, writ, injunction, or as otherwise required under applicable laws and regulations. If you have questions about a Hold we may have placed on your account, or need information about how to resolve the Hold, please contact us at contactus@provenbase.com. Additionally, we may suspend the Subscriber’s access to the Platform while such Hold is in place.

27. Termination of Your Subscription

You have the option to end your subscription before your current Service term expires, provided you provide ProvenBase with a written notice at least thirty (30) days in advance or via the ProvenBase dashboard. Please be aware you will still have access to the Platform until the end of the subscription period. Upon termination of your account after the subscription period, access to all or portions of our Platform may become immediately disabled, and any User Content and User Data stored may not be retained. It's important to note that no refund will be issued for your payment, and a termination fee, equivalent to any outstanding portion of the fees, will be immediately due.

We may terminate this Agreement with you if we determine that: (1) you have violated any applicable laws while using our Platform; (2) if you have violated any portion of this Agreement or any of our Platform policies; or (3) if we believe that any of your current or future actions may legally harm ProvenBase, our business interests or a third party, at our discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so.

This Agreement remains in effect as long as you continue to access the Platform and use the ProvenBase Chrome extension unless terminated in accordance with the provisions outlined in this Section.

You have the option to terminate the Agreement and cease using the ProvenBase Chrome extension at any time by uninstalling the ProvenBase Chrome extension from your Google Chrome web browser or by disabling it through your browser settings. ProvenBase retains the right to terminate this Agreement and your use of the ProvenBase Chrome extension at any time, for any reason or without providing a reason. Additionally, ProvenBase may terminate this Agreement if you violate a significant provision outlined in this Agreement. ProvenBase assumes no responsibility for, or in connection with, the termination of the ProvenBase Chrome extension or this Agreement.

Upon termination or deactivation of the ProvenBase Chrome extension, you are required to discontinue its use, remove it from your web browser and device. The termination of the ProvenBase Chrome extension will not necessarily affect your ProvenBase account, as the term and termination of your ProvenBase account are governed by this Agreement.

Any terms and conditions in this Agreement designed to survive termination based on their sense and context will continue to be applicable upon termination.

28. Platform Security

Please be aware that ProvenBase’s Services and the Platform are created using third-party software. You agree to exercise caution and common sense when using the Platform and agree that you will not submit any User Content that is considered sensitive data.

29. Platform Availability

Although we try to provide continuous availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. Specifically, we do not guarantee any uptime or specific availability of the Platform. You agree and acknowledge that the Platform may not always be either 100% reliable or available. Only Subscribers who are eligible to use our Platform may do so and we may refuse service or terminate your access at any time. We cannot guarantee that anything found on our Platform will work to the functionality desired by you or give you any desired results.

30. ELIGIBILITY CRITERIA FOR USERS

To be eligible to use the Platform or the Services, a User must meet the following conditions:

• The User has reached the minimum age required for the Platform or the Services usage, which is defined as 18 years old. However, if any applicable law mandates a higher age for ProvenBase to legally grant access to our Platform or the Services (including collecting the User’s personal data) without parental consent, then the minimum age is that higher age.
• The User is not subject to any restrictions imposed by ProvenBase that would prevent them from receiving the Services, and the User is not barred under applicable laws.
• The User will only conduct purchases on the Platform for their own Authorized Purposes or those of their entity or organization. These actions must align with this Agreement and not violate any applicable laws or regulations.
• The User agrees to create only one (1) account, using their real name and a business email address.
• The User commits to providing ProvenBase with accurate, true, current, and complete information.

31. SUPPORT

Where a Subscriber requires support for the Platform, please contact us at contactus@provenbase.com.

32. MODIFICATION OF PLATFORM

We reserve the right to alter, modify, update, or remove the Platform or any portions thereof, at any time at our discretion. We reserve the right to discontinue previously offered features or functionality, at our sole discretion and without prior notice. We are not liable to you or to any third party for any modification, suspension, or discontinuance of any feature or component of any portion of the Platform or the ProvenBase Services. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by the Platform without notice to you.

33. IDEA SUBMISSION

ProvenBase or any of its employees do not accept or consider unsolicited ideas, including, but not limited to, ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (the “Submission(s)”) in any form to ProvenBase. The sole purpose of this policy is to avoid potential misunderstandings or disputes when ProvenBase’s products might seem similar to ideas you submitted to ProvenBase. Where you submit any Submission, whether solicited or unsolicited, you agree that: (1) your Submissions and their contents will automatically become the property of ProvenBase, without any compensation to you; (2) ProvenBase may use or redistribute the Submissions and their contents for any purpose and in any way; (3) there is no obligation for ProvenBase to review the Submission; and (4) there is no obligation to keep any Submissions confidential.

34. DISCLAIMER

THE PLATFORM IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER PROVENBASE, NOR ANY OF OUR EMPLOYEES, CONTRACTORS, DIRECTORS, OFFICERS, ASSIGNS, AFFILIATES, OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: (1) THE PLATFORM OR ANY PROVENBASE SERVICES; (2) ANY INFORMATION OR CONTENT PROVIDED VIA THE PLATFORM; OR (3) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO PROVENBASE, OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. PROVENBASE DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. PROVENBASE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM IS ACCURATE, COMPLETE, OR USEFUL. PROVENBASE DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND PROVENBASE SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.

35. Limitation of Liability

IN NO EVENT SHALL PROVENBASE, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PROVENBASE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. SPECIFICALLY, IN THOSE JURISDICTIONS NOT ALLOWED, WE DO NOT DISCLAIM LIABILITY FOR: (1) DEATH OR PERSONAL INJURY CAUSED BY PROVENBASE’S NEGLIGENCE OR THAT OF ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS; (2) FRAUDULENT MISREPRESENTATION; OR (3) ANY LIABILITY WHICH IT IS NOT LAWFUL TO EXCLUDE EITHER NOW OR IN THE FUTURE. WHERE A TOTAL DISCLAIMER OF LIABILITY IS DISALLOWED, YOU AGREE THAT OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS YOU HAVE PAID IN THE PAST SIX (6) MONTHS TO USE OUR PLATFORM OR ONE HUNDRED (100) USD, WHICHEVER IS GREATER.

36. Indemnity

You agree to defend, indemnify and hold harmless ProvenBase, its officers, directors, employees, contractors, affiliates, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debts, and expenses (including, but not limited to, attorney’s fees) arising from:

• your use of and access to the ProvenBase Platform;
• an authorized user’s use and access to the ProvenBase Platform;
• your violation of any term of this Agreement; or
• your violation of any third-party right, including, without limitation, any copyright, property, or contractual right.

This defense and indemnification obligation will survive this Agreement and your use of the ProvenBase Platform. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim, such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.

37. Copyrights

Takedown Notice
We take copyright infringement very seriously. If you believe that any copyrighted material owned by you has been infringed upon by someone using our Platform, please send us a message which contains:

• your name;
• the name of the party whose copyright has been infringed, if different from your name;
• the name and description of the work that is being infringed;
• the location on our Platform of the infringing copy;
• a statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law;
• a statement that you swear, under penalty of perjury, that the information contained in this notification is accurate and that you are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.

You must sign this notification and send it to our Copyright Agent: Copyright Agent of ProvenBase, legal@provenbase.comlegal@provenbase.com or ProvenBase, Inc, 4000 Legato Rd, Suite 1100, Fairfax, Virginia 22033, United States of America.

Counter-Notice

In the event that you receive a notification from ProvenBase stating content posted by you has been subject to a DMCA takedown, you may respond by filing a counter-notice pursuant to the DMCA. Your counter-notice must contain the following:

• your name, address, email and physical or electronic signature;
• the notification reference number (if applicable);
• identification of the material and its location before it was removed;
• a statement under penalty of perjury that the material was removed by mistake or misidentification;
• your consent to the jurisdiction of a federal court in the district where you live (if you are in the U.S.), or your consent to the jurisdiction of a federal court in the district where your service provider is located (if you are not in the U.S.);
• your consent to accept service of process from the party who submitted the takedown notice.

Please be aware that we may not take any action regarding your counter-notice unless your notification strictly complies with the foregoing requirements. Please send this counter-notice to: legal@provenbase.com or ProvenBase, Inc, 4000 Legato Rd, Suite 1100, Fairfax, Virginia 22033, United States of America.

38. Choice of Law

This Agreement shall be governed by the laws in force in the State of Virginia. The offer and acceptance of this Agreement is deemed to have occurred in the State of Virginia.

39. Disputes

Any dispute relating in any way to your visit to the Platform or the ProvenBase Services shall be submitted to confidential arbitration in Fairfax, Virginia. Arbitration under this Agreement shall be conducted pursuant to the applicable Commercial Rules (the “Rules”) then prevailing at the American Arbitration Association. Arbitration shall be conducted in English by one (1) arbitrator as selected pursuant to the Rules; the arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. Where permitted by the Rules, both parties may make any and all appearances telephonically, in written briefs, or electronically. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement, must be filed within one (1) year after such claim or cause of action arose or be forever banned. Notwithstanding the foregoing, either party may seek equitable relief to protect its interests (including, but not limited to, injunctive relief), or make a claim for nonpayment, in a court of appropriate jurisdiction, and issues of intellectual property ownership or infringement may be decided only by a court of appropriate jurisdiction and not by arbitration. In the event that the law does not permit the above-mentioned dispute to be resolved through arbitration or if this arbitration agreement is unenforceable, you agree that any actions and disputes shall be brought solely in a court of competent jurisdiction located within Fairfax, Virginia.

Opt-Out

You may opt out of this dispute resolution provision by notifying ProvenBase within thirty (30) days of the date on which you entered into this Agreement or purchased a subscription, whichever is earlier. You must do so by writing to: ProvenBase, Inc, 4000 Legato Rd, Suite 1100, Fairfax, Virginia 22033, United States of America, attn: Arbitration Opt-Out, and you must include your name, address, account information, and a clear statement that you do not wish to resolve disputes with ProvenBase through arbitration. Where you opt out of arbitration, all disputes shall be heard in a court of competent jurisdiction located within Fairfax, Virginia.

40. Class Action Waiver

You and ProvenBase agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.

41. Severability

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement or any other agreement you may have with ProvenBase are deemed to conflict with each other’s operation, ProvenBase shall have the sole right to elect which provision remains in force.

42. Non-Waiver

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

43. Assignment and Survival

You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including, but not limited to, the Limitation of Liabilities, Representation and Warranties, Access, Payment, Indemnification, and Arbitration Sections.

44. DATA PROCESSING ADDENDUM

When ProvenBase processes the User’s personal data, both parties agree to adhere to the terms outlined in ProvenBase’s current Data Processing Addendum. Similarly, if the User accesses or exports personal data provided by ProvenBase, the same Data Processing Addendum applies to their actions, and both parties commit to being bound by its terms.

45. Entire Agreement

This Agreement along with the Privacy Policy constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter. Where this Agreement expressly and directly conflicts with the Privacy Policy, this Agreement shall control. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each party. Where this Agreement conflicts with our Privacy Policy or any other documentation listed on our Platform, this Agreement shall supersede and control.

46. Amendments

We may amend this Agreement from time to time. When we amend this Agreement, we will update this webpage and indicate the date when it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform and our Services.

47. Electronic Communications

The communications between you and ProvenBase use electronic means, whether you visit the Platform or send ProvenBase emails, or whether ProvenBase posts notices on the Platform or communications with you via mobile notifications or email. For contractual purposes, you: (1) consent to receive communications from ProvenBase in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that ProvenBase provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

48. Platform Issues

Where you have any questions, issues, or if you are having trouble accessing or using the Platform, please contact us at support@provenbase.com.

49. Relationship of Parties

This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between the Subscriber and ProvenBase. The relationship of the parties is as independent contractors. The Subscriber has no authority (and shall not hold himself or herself out as having authority) to bind ProvenBase and the Subscriber shall not make any agreements or representations on ProvenBase’s behalf without ProvenBase’s prior written consent.

50. California Users

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about ProvenBase must be sent to our agent for notice to: legal@provenbase.com or ProvenBase, Inc, 4000 Legato Rd, Suite 1100, Fairfax, Virginia 22033, United States of America.

51. Sourcing Capability

If you are using the Sourcing Capability described below, the terms in this addendum apply to your use of this capability. This addendum forms part of the Terms of Use between you and ProvenBase, and is hereby incorporated therein. Capitalized terms not defined herein shall have the meanings ascribed to them in the Terms of Use.

• Capability Purchase
  This capability allows the Customer to instruct ProvenBase to conduct talent searches using machine learning technology and various filters in ProvenBase’s Database to find Passive Candidates or obtain Rediscovery Data (the “Sourcing Capability”). The Customer’s use of the Sourcing Capability is subject to the Customer’s election and an add-on purchase through a Service Order, solely for the purpose of identifying Passive Candidates and initiating contact. The Customer shall not use this capability to search for profiles of Job Applicants. The Customer understands that the Sourcing Capability is supported by ProvenBase’s data suppliers, and by using the Sourcing Capability, the Customer grants ProvenBase general authorization to use those data suppliers. ProvenBase maintains commercially reasonable controls over the accuracy and legality of the data provided by these data suppliers; however, ProvenBase does not make representations or assume responsibility for the accuracy, completeness, or reliability of the information from these data suppliers. If the Customer objects to any data from the Sourcing Capability or any specific ProvenBase data supplier, and ProvenBase is unable to find a suitable replacement to provide alternative data or a data supplier using commercially reasonable efforts, the Customer agrees that the sole remedy for the Customer is to delete such data or cease using the Sourcing Capability. ProvenBase’s inability to provide the Sourcing Capability under this circumstance shall not constitute a breach of the applicable Service Specific Terms, Terms of Use, and/or Service Order.
• Third-party Integrations
  Customers may integrate certain third-party applications (such as an Applicant Tracking System) with the Sourcing Capability to refresh or enrich Customer Candidate Profiles. The Customer understands and agrees that ProvenBase may, through these integrations, retrieve data from Customer Users as well as integrated third-party applications to enhance the user experience with the Sourcing Capability. This data may include, but is not limited to, information related to users’ actions on third-party applications, status of Customer Candidate Profiles, status of candidates, or status of jobs and projects. ProvenBase may use this data to support permission/access functionalities and data mapping between the Sourcing Capability and third-party applications, ensure data freshness, reduce Customer Candidate Profile duplications, generate insights for users to better understand their candidates, projects, jobs, outcomes, and actionable items, or to conduct other activities that may benefit their interactions with the Sourcing Capability.
• Compliance with Fair Credit Reporting Act
  The Customer understands that ProvenBase is not a consumer reporting agency and that its products and deliverables, including Rediscovery Data and the Talent Database, shall not be used in place of a consumer reporting agency for activities related to or for the purpose of: (i) establishing a consumer’s eligibility for credit or insurance for personal, family, or household purposes, or assessing risks associated with existing credit obligations of a consumer; (ii) evaluating a consumer for employment, promotion, reassignment, or retention as an employee; (iii) any tenancy verification or in connection with an application to rent real property; (iv) determining a consumer’s eligibility for a license or other benefit that depends on the applicant’s financial responsibility or status; (v) as a potential investor or servicer, or current insurer, in connection with a valuation of, or assessment of credit or prepayment risks associated with, an existing credit obligation; (vi) any information, service, or product sold or delivered to a “Consumer” (as defined in the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. (“FCRA”)) that constitutes or is derived in substantial part from a Consumer Report; (vii) eligibility for any government benefit or service; or (viii) other purposes under the FCRA.
• Personal Data Processing
  The Customer understands that using the Sourcing Capability involves processing and sharing Personal Data from ProvenBase’s Database. To the extent that the Customer accesses or exports Personal Data provided by ProvenBase’s Database, ProvenBase’s current Data Processing Addendum applies to the Customer’s access to and transfer of such data, and both the Customer and ProvenBase agree to be bound by its terms.

52. AI Capabilities

If you are utilizing AI Capabilities as described below, the terms in this addendum apply to your use of these capabilities. This addendum is part of the Terms of Use between you and ProvenBase and is hereby incorporated by reference. Capitalized terms not defined herein shall have the meanings ascribed to them in the Terms of Use.

• Capability Provision
  ProvenBase develops its own artificial intelligence technology or utilizes Generative Pre-trained Transformer (“GPT”), a generative AI technology powered by OpenAI, collectively referred to as “AI Capabilities,” to assist users in managing outbound recruiting tasks. These tasks may include writing engagement emails, reminding of pending tasks, suggesting actionable items, or summarizing the reasons for recommended user actions. The use of AI Capabilities or the acceptance of certain recommendations from AI Capabilities is at the customer's discretion. ProvenBase does not use customer data to train ProvenBase’s machine learning models, except for anonymous usage data, feedback, and as otherwise agreed by the customer. ProvenBase will adhere to generally accepted industry standards in developing its AI technology and will use commercially reasonable efforts to audit its technology as necessary and when required by applicable law.
• Capability Limitation
  The customer understands that the output generated by AI technology is significantly influenced by the customer’s inputs into the capability. The output may vary between customers, potentially being similar or unique. The customer is responsible for ensuring that they have all necessary rights to the input they submit and that it does not infringe upon any third party’s intellectual property or violate any applicable law. AI Capabilities are not intended to replace the customer’s decision-making process regarding candidate selection; the customer’s instructions and discretion remain essential when using these capabilities. The customer acknowledges that they will (i) not rely solely on the output to make decisions, (ii) independently determine whether to use the capabilities or accept certain recommendations from the capabilities, and (iii) fulfill their obligations as required by applicable law when using such capabilities.
• Service Level Agreement Exclusion
  Due to the nature of AI technology, ProvenBase does not guarantee the availability, quality, or accuracy of the output from the AI Capabilities. ProvenBase will not be liable for any harm or damage associated with the use of the AI Capabilities.

53. DIVERSITY FEATURES

ProvenBase may offer diversity search features or filters, along with any related or subsequently developed features collectively referred to as the “Diversity or Underrepresented Features”. The User acknowledges and affirms that ProvenBase provides the Diversity or Underrepresented Features at the specific request of the User. The purpose is to assist the User in diversifying and expanding outreach to potential candidates, and for no other purpose. The User bears sole responsibility for their recruiting and hiring decisions.

Compliance with Applicable Diversity Laws

The Users activation and use of the Diversity or Underrepresented Features are entirely at their discretion. The User asserts and guarantees that their access to and utilization of the Diversity or Underrepresented Features will adhere to and not breach any laws, encompassing state, federal, and international regulations governing non-discrimination and the use of information related to protected status. This includes, but is not limited to, laws such as Title VII of the U.S. Civil Rights Act of 1964, United States Executive Orders 11246 and 11375, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990 (ADA) and its amendments, the Genetic Information Nondiscrimination Act of 2008 (GINA), the Immigration and Nationality Act, equal employment opportunity regulations enforced by authorities like the Equal Employment Opportunity Commission (EEOC), Office of Federal Contract Compliance Programs (OFCCP), and other applicable state laws or regulations collectively referred to as the ”Applicable Diversity Laws”. The User acknowledges that ProvenBase reserves the right to suspend or terminate the User’s use of the Diversity Features without prior notice if ProvenBase believes that the User’s use violates the Applicable Diversity Laws.

Compliance with the Applicable Data Protection Laws

The User recognizes its role as a controller under the relevant data protection laws, responsible for enabling, disabling, accessing, using, and determining the purposes for using the Diversity Features. The User instructs ProvenBase, acting as a processor, to process personal information through selected Diversity Features. The User asserts that its use of the Diversity or Underrepresented Features aligns with applicable data protection laws, and the processing of sensitive or special categories of personal information is necessary for fulfilling the obligations and exercising specific rights of the User or the candidates in the employment field. If mandated by applicable data protection laws, the User will acquire additional consent from candidates for processing such information. The User is aware that ProvenBase reserves the right to suspend or terminate the User’s use of the Diversity or Underrepresented Features without prior notice if ProvenBase believes that the User’s use violates applicable data protection laws.