1. INTRODUCTION AND ACCEPTANCE

These Terms of Service (these “Terms”) govern access to and use of the Service. They form part of a binding agreement between PROOF Incorporated (“PROOF,” “we,” “us,” or “our”) and the organization that accepts them (“Customer,” “you,” or “your”).

The Service is offered only to organizations for business purposes. It is not offered to consumers.

The individual who accepts these Terms on behalf of an organization represents and warrants that they have the authority to bind it. An individual without that authority must not accept these Terms or use the Service.

The Customer accepts these Terms by accepting them through the Service, by executing an Order Form that references them, or by using the Service, whichever occurs first.

1.1 The Agreement

These Terms, the Privacy Policy, the Cookie Policy, the Messaging Terms and, where applicable, the Data Processing Addendum and any Order Form together form the agreement between PROOF and the Customer (the “Agreement”).

Each of those documents is incorporated into these Terms by reference.

1.2 Order of Precedence

In the event of a conflict among the documents that form the Agreement, the following order of precedence applies:

• An Order Form, for the commercial terms it states, and only where it expressly identifies the provision it modifies.
• The Data Processing Addendum, for the processing of personal information on behalf of the Customer.
• These Terms.
• The Messaging Terms.
• The Privacy Policy and the Cookie Policy.

2. DEFINITIONS

Capitalized terms have the meanings given below or where they are first defined.

In the Agreement, the words “include” and “including” are not words of limitation.

“Aggregated Data” means aggregated, de-identified data derived from operation of the Service, from which company names, personal information, addresses, and other identifying details have been removed.

“Agreement” has the meaning given in Section 1.1.

“Authorized User” means an individual whom the Customer authorizes to access the Service under the Customer’s account, using credentials issued to or created by that individual.

“Customer” has the meaning given in Section 1.

“Customer Data” means all information, records, documents, photographs, and other content submitted to, uploaded to, or generated through the Service by or for the Customer, its Authorized Users, or its Field Participants, including operational records and any personal information they contain. Customer Data does not include Aggregated Data or PROOF Technology.

“Documentation” means the descriptions of the Service that PROOF makes generally available.

“Feedback” means suggestions, ideas, enhancement requests, and other feedback about the Service.

“Field Participant” means an individual who interacts with authorized functions of the Service in connection with a Customer’s operations without holding an account.

“Order Form” means an ordering document for the Service, executed or accepted by PROOF, that references these Terms.

“PROOF Technology” means the Service and all software, systems, designs, interfaces, workflows, methodologies, data models, algorithms, know-how, and Documentation that PROOF uses or makes available in connection with it, and all improvements, modifications, and derivative works of any of them.

“Service” means PROOF’s website, software platform, applications, and related services, as made available from time to time.

“Third-Party Services” means products, services, networks, and content provided by anyone other than PROOF, including telecommunications carriers and systems that the Customer connects to or uses with the Service.

3. THE SERVICE

3.1 Nature of the Service

The Service is a software platform for operational management, asset visibility, activity documentation, and related business processes. It is provided as a hosted service over the internet.

PROOF does not provide hardware, devices, or connectivity. The Customer is responsible for the devices and connectivity used to access the Service.

3.2 Changes to the Service

PROOF may modify, add, or discontinue any function of the Service at any time.

PROOF has no obligation to provide, or to continue to provide, any particular function.

3.3 Preview Features

Functions identified as preview, beta, or evaluation functions (“Preview Features”) are provided “as is,” may be withdrawn at any time, and carry no commitment of any kind.

4. ACCOUNTS, AUTHORIZED USERS AND FIELD PARTICIPANTS

4.1 Eligibility

The Service may be used only by organizations with the legal capacity to contract, through individuals acting in the course of their business, and by Field Participants to whom a Customer makes functions of the Service available, including the Customer’s own customers and business contacts. The Customer is responsible for its Field Participants under Section 4.3.

The Service is not directed to children. The Customer must not permit any individual to use the Service in circumstances that violate applicable law.

PROOF may decline any registration or Order Form.

4.2 Account Information and Credentials

Registration and billing information must be accurate, current, and complete, and must be kept so.

Credentials are confidential and must not be shared, except through functionality that PROOF provides for that purpose. The Customer is responsible for all activity under its account and must notify PROOF promptly of any unauthorized access.

4.3 Authorized Users and Field Participants

Authorized Users and Field Participants access the Service under the Customer’s authority. Authorized Users act on the Customer’s behalf.

The Customer decides who may access the Service through its account or in connection with its operations, and is responsible for their conduct and for their compliance with the Agreement. A breach by any of them is a breach by the Customer.

4.4 Reliance and Suspension of Access

PROOF may rely on any instruction given through the Customer’s account without further inquiry.

PROOF may suspend or revoke any access that it reasonably believes has been compromised or misused, without prior notice where immediate action is necessary.

5. CUSTOMER RESPONSIBILITIES

5.1 Lawful Use

The Customer must use the Service only for lawful business purposes and in accordance with the Agreement.

5.2 Notices and Consents

The Customer is solely responsible for providing every notice, and obtaining every consent, required for information about its personnel, contractors, customers, Field Participants, and any other individual whose information it enters into or generates through the Service.

This includes compliance with the employment, privacy, workplace-monitoring, and location-information laws of every jurisdiction in which the Customer operates, including, by way of example and not as a limitation, Canada, the United States, Mexico, the European Union, and the United Kingdom.

5.3 Accuracy and Decisions

The Customer is responsible for the accuracy and legality of the information it submits.

The Customer is solely responsible for its own decisions made on the basis of the records in the Service, and for retaining any copies of Customer Data that it requires for its own business, legal, or regulatory purposes.

5.4 Export Control and Sanctions

The Customer represents that neither it nor any Authorized User is the subject of sanctions administered by Canada, the United States, the United Nations, the European Union, or the United Kingdom.

The Customer must not use the Service in violation of export-control or sanctions laws, or in any jurisdiction where the Service is prohibited.

6. ACCEPTABLE USE

The Customer must not, and must ensure that no Authorized User, Field Participant, or other person acting through it does, any of the following:

• Use the Service unlawfully or in violation of any third-party right.
• Submit unlawful, infringing, defamatory, threatening, harassing, or otherwise harmful content.
• Introduce malicious code, or interfere with the integrity, performance, or security of the Service.
• Probe or test the vulnerability of the Service, or circumvent any security, authentication, or access control.
• Reverse engineer, decompile, or otherwise attempt to derive the source code, structure, or methods of the Service, except where applicable law expressly permits it.
• Copy, modify, frame, mirror, resell, sublicense, or otherwise make the Service available to any third party.
• Use the Service to build a competing product, or copy any feature, interface, workflow, or design of the Service.
• Access the Service by automated means, including scraping, or extract data in bulk, except through functionality that PROOF provides for that purpose.
• Circumvent or exceed any usage limit.
• Publish benchmarks or comparative analyses of the Service without PROOF’s written consent.
• Misrepresent any identity or authority, or record activity concerning equipment, property, or operations that the person is not authorized to document.
• Share credentials or other means of access, except through functionality that PROOF provides for that purpose, or use those of another person.
• Send unsolicited, unlawful, or promotional messages through the Service.
• Remove, alter, or misuse any notice, label, or identifier provided by PROOF or generated for use with the Service.
• Use the Service for life-safety or emergency-response purposes, or in any application where its failure could lead to death, personal injury, or environmental damage.
• Assist anyone else to do any of the foregoing.

6.1 Enforcement

PROOF may, but is not obligated to, monitor content and activity in the Service.

PROOF may investigate any suspected violation, remove content, suspend or terminate access, and cooperate with law-enforcement and regulatory authorities.

7. FEES, PAYMENT AND TAXES

7.1 Fees

The Customer must pay the fees set out in the applicable Order Form or, where there is none, in the pricing published by PROOF (the “Fees”).

Fees are payable in the currency stated on the invoice or, if none is stated, in Canadian dollars. Except as the Agreement expressly provides, Fees are non-refundable.

7.2 Invoicing and Payment

Unless the Order Form or invoice states otherwise, invoices are due within thirty days after the invoice date, without set-off or deduction.

7.3 Late Payment

Overdue amounts bear interest at the lesser of one and one-half percent per month (eighteen percent per year) and the maximum rate permitted by law.

The Customer must reimburse PROOF’s reasonable costs of collection, including legal fees.

7.4 Taxes

Fees exclude all taxes, duties, and levies, including sales, use, value-added, goods and services, harmonized, and withholding taxes. The Customer pays or reimburses all of them, other than taxes on PROOF’s net income.

Where a reverse-charge or self-assessment mechanism applies, the Customer must account for the tax.

If withholding is required by law, the Customer must increase the payment so that PROOF receives the full amount invoiced.

7.5 Changes to Fees

PROOF may change the Fees on notice. A change takes effect at the next renewal or, where no subscription term applies, no earlier than thirty days after notice.

7.6 Disputes and Non-Payment

Invoice disputes must be raised in writing within thirty days after the invoice date, failing which the invoice is final.

If an undisputed amount remains unpaid ten days after PROOF gives notice of non-payment, PROOF may suspend the Service until it is paid.

8. TERM, SUSPENSION AND TERMINATION

8.1 Term

The Agreement begins when the Customer first accepts it and continues for the subscription term in the applicable Order Form. Each term renews for an equal term unless either party gives notice of non-renewal at least thirty days before it ends.

Where no subscription term is stated, the Agreement continues until either party terminates it on thirty days’ notice.

8.2 Suspension

PROOF may suspend all or part of the Service immediately, and without liability, to protect the security or integrity of the Service or any person, to address legal or regulatory risk, for a violation of Section 6, for non-payment under Section 7.6, or where required by law.

PROOF will use reasonable efforts to notify the Customer, and to restore access once the cause is resolved.

8.3 Termination for Cause

Either party may terminate the Agreement on notice if the other materially breaches it and fails to cure the breach within thirty days after notice, or immediately if the other becomes insolvent or the subject of bankruptcy, receivership, or similar proceedings.

PROOF may terminate the Agreement immediately for a breach of Section 6 or Section 9.

8.4 Effect of Termination

On expiry or termination, the Customer’s rights end and all accrued Fees become due.

If the Customer terminates for PROOF’s uncured material breach, PROOF will refund prepaid Fees for the unused remainder of the term.

8.5 Customer Data After Termination

For thirty days after expiry or termination (the “Export Period”), and provided that undisputed Fees are paid, PROOF will make Customer Data available for export.

PROOF may then delete Customer Data, subject to Sections 10.4 and 10.5, the Data Processing Addendum, and any retention required by law.

8.6 Survival

Sections 7 (Fees, Payment and Taxes), 8.4 to 8.6, 9 (Intellectual Property, except Section 9.2), 10 (Customer Data), 11 (Confidentiality), and 13 to 19, and every other provision that by its nature survives, survive expiry or termination.

9. INTELLECTUAL PROPERTY

9.1 Ownership

PROOF and its licensors own all right, title, and interest, including all intellectual property rights, in the Service and the PROOF Technology. This includes the software, designs, interfaces, workflows, methodologies, data models, Documentation, trademarks, and trade dress, and all improvements, modifications, and derivative works of them, including those based on Feedback.

9.2 Right to Use the Service

Subject to the Agreement and payment of the Fees, PROOF grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right during the term to access and use the Service for its internal business purposes in accordance with the Agreement and the Documentation, and to permit its Authorized Users and Field Participants to do so in connection with its operations.

9.3 Reservation of Rights

All rights not expressly granted are reserved. No licence is granted by implication or otherwise.

The restrictions in Section 6 apply to the right in Section 9.2. Any use beyond that right infringes PROOF’s rights.

9.4 Feedback

The Customer grants PROOF a perpetual, irrevocable, worldwide, transferable, and sublicensable licence, without royalty and without restriction, to use and exploit all Feedback for any purpose.

9.5 Names and Publicity

The Customer may not use PROOF’s names or marks without PROOF’s written consent.

PROOF will identify the Customer as a customer only with the Customer’s consent.

10. CUSTOMER DATA

10.1 Ownership of Customer Data

As between the parties, the Customer owns all right, title, and interest in Customer Data.

10.2 Licence to PROOF

The Customer grants PROOF and its service providers a worldwide, non-exclusive licence, without royalty, to host, copy, process, transmit, and display Customer Data as necessary to provide and support the Service, to prevent or address problems, to comply with law, and as otherwise permitted by the Agreement.

The Customer represents and warrants that it holds every right and consent that this licence requires.

10.3 Personal Information

PROOF processes personal information in Customer Data as described in the Privacy Policy and, where it applies, the Data Processing Addendum.

10.4 Historical Records

Certain records are maintained as historical records of operational activities. Corrections may be recorded through additional entries rather than by overwriting an earlier entry.

This does not override any right that an individual holds under applicable law.

10.5 Retention for Legal and Audit Purposes

PROOF may retain Customer Data, and records of the Customer’s use of the Service, as reasonably necessary to meet legal, tax, accounting, and audit obligations, to establish or defend legal claims, and to enforce the Agreement.

10.6 Customer Records

As stated in Section 10.1, all records created or stored in the Service for the Customer — including equipment records, job records, and maintenance history — are and remain the Customer’s property. The Customer may export its records at any time. Upon closure of the Customer’s account, PROOF will delete the Customer’s records on request, subject to any retention required by law and to Sections 10.4 and 10.5. PROOF does not sell Customer Data and does not disclose Customer Data in identifiable form.

After expiry or termination of the Agreement, the right to export records under this Section 10.6 continues only for the Export Period and on the terms of Section 8.5.

The final sentence of the first paragraph of this Section 10.6 does not restrict disclosure of Customer Data to the Customer; to persons the Customer authorizes through the Service; to PROOF’s personnel, affiliates, service providers, and professional advisers who are bound by obligations of confidentiality; to a permitted successor, or to a prospective acquirer, investor, or lender in connection with a merger, acquisition, financing, restructuring, or sale of assets, under obligations of confidentiality; where reasonably necessary to investigate misuse, to address a security incident, to protect the rights, property, or safety of PROOF or others, or to establish, exercise, or defend legal claims; or to comply with applicable law, a court order, a lawful request of a governmental authority, or another legally binding obligation.

10.7 Aggregated Data

PROOF may create and use Aggregated Data — aggregated, de-identified data derived from operation of the Service, from which company names, personal information, addresses, and other identifying details have been removed — for purposes including operating, maintaining, and improving the Service, developing new features, and producing industry benchmarks and analytics. Aggregated Data does not identify any customer or any individual and is not Customer Data.

No personal information is included in Aggregated Data, and PROOF will not attempt to re-identify any customer or individual from it.

As between the parties, PROOF owns all Aggregated Data and any analytics, benchmarks, models, and insights derived from it, and PROOF may use it for any lawful business purpose, including marketing the Service. PROOF’s rights in Aggregated Data survive termination or closure of an account.

PROOF’s right to create and use Aggregated Data is granted by the Agreement and is not subject to any election or configuration by the Customer. Any limitation of that right must be stated expressly in an Order Form executed by PROOF.

11. CONFIDENTIALITY

11.1 Definition

“Confidential Information” means non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is marked as confidential or that a reasonable person would understand to be confidential.

PROOF’s Confidential Information includes the PROOF Technology and the terms of every Order Form. The Customer’s Confidential Information includes Customer Data.

11.2 Exclusions

Confidential Information does not include information that is or becomes public without breach, was already known to the Receiving Party, is independently developed without use of the Disclosing Party’s information, or is rightfully received from a third party without a duty of confidentiality.

11.3 Obligations

The Receiving Party will use Confidential Information only for the purposes of the Agreement and will protect it with at least reasonable care.

It will disclose Confidential Information only to its personnel, affiliates, service providers, and advisers who need to know it and are bound by equivalent obligations of confidentiality. PROOF may also disclose Customer Data in the other circumstances listed in Section 10.6, on the conditions stated there. Nothing in this Section 11 limits Section 10.7.

11.4 Compelled Disclosure

Disclosure required by law is permitted, provided that the Receiving Party gives prompt notice where lawful and discloses only what is required.

11.5 Return and Duration

On written request after the Agreement ends, the Receiving Party will return or destroy Confidential Information, except copies held in routine backups or as required by law, which remain protected. Customer Data is handled under Section 8.5 and the Data Processing Addendum.

These obligations continue for the term and for five years after it, and for trade secrets for as long as they remain trade secrets.

12. THIRD-PARTY SERVICES AND COMMUNICATIONS

The Service relies on third-party providers of hosting, communications, mapping, and other technology. PROOF is not responsible for any interruption or failure caused by them.

Third-Party Services that the Customer elects to use are governed by the Customer’s terms with their providers. PROOF does not control them and is not responsible for them. The Customer authorizes PROOF to exchange Customer Data with them as necessary to enable their use.

Text messages and emails sent through the Service on the Customer’s behalf are governed by the Messaging Terms. The Customer is responsible for their content and for the consents behind them.

13. OPERATIONAL RECORDS, LOCATION INFORMATION AND NO INDEPENDENT VERIFICATION

Operational records are documentation generated from actions taken by users and from their devices. PROOF does not independently verify any record, the identity or conduct of any person, or the condition or location of any asset.

Location information depends on device capabilities, permissions, connectivity, and environmental conditions, and may be inaccurate or unavailable. PROOF does not represent that recorded device coordinates are independently verified or necessarily accurate.

The Service is not a safety system, a compliance determination, legal advice, or a substitute for the Customer’s own judgment. PROOF does not prescribe safety practices. Any instruction recorded in the Service is the Customer’s own.

The Customer is solely responsible for every decision made on the basis of the records in the Service, including employment decisions.

14. WARRANTIES AND DISCLAIMERS

14.1 Mutual Warranties

Each party warrants that it has the authority to enter into and perform the Agreement.

14.2 Service Warranty

PROOF warrants that it will provide the Service with reasonable skill and care.

The Customer’s exclusive remedy for a breach of this warranty is correction of the deficiency or, failing that, termination of the affected Service and a refund of prepaid Fees for the unused remainder of the term.

14.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 14, THE SERVICE AND ALL RECORDS, OUTPUTS, AND INFORMATION MADE AVAILABLE THROUGH IT ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROOF AND ITS LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ACCURACY.

PROOF DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR WITHOUT ERROR, THAT ANY MESSAGE WILL BE DELIVERED, THAT ANY RECORD OR LOCATION INFORMATION WILL BE ACCURATE OR COMPLETE, OR THAT THE SERVICE WILL MEET THE CUSTOMER’S REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULT.

PROOF MAKES NO WARRANTY REGARDING ANY THIRD-PARTY SERVICE OR ANY AUTOMATED OUTPUT. PREVIEW FEATURES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND.

15. INDEMNIFICATION

15.1 Indemnification by the Customer

The Customer will defend PROOF, its affiliates, and their personnel against any claim brought by a third party (a “Claim”), and will indemnify them against all resulting losses, damages, fines, and costs, including reasonable legal fees, arising from:

• Customer Data, or PROOF’s processing of it in accordance with the Agreement.
• The use of the Service by the Customer, its Authorized Users, or its Field Participants.
• The Customer’s breach of law or of the Agreement.
• Any message sent through the Service on the Customer’s behalf.
• Any claim by the Customer’s personnel, contractors, or customers, or by any other individual whose information the Customer enters into or generates through the Service.

15.2 Indemnification by PROOF

PROOF will defend the Customer against any Claim that the Service, as provided by PROOF, infringes a Canadian, United States, Mexican, European Union, or United Kingdom patent, copyright, or trademark, and will pay the damages finally awarded, or agreed by PROOF in settlement, on that Claim.

This obligation does not apply to Claims arising from Customer Data, Third-Party Services, combinations with anything not provided by PROOF, modifications not made by PROOF, use not in accordance with the Agreement, continued use after notice of a non-infringing alternative, or Preview Features.

If the Service is, or may become, the subject of such a Claim, PROOF may obtain the right for the Customer to continue using it, modify it so that it is non-infringing, or terminate the Agreement and refund prepaid Fees for the unused remainder of the term. This Section 15.2 states PROOF’s entire liability for infringement.

15.3 Procedure

The indemnified party must give prompt notice of the Claim, give the indemnifying party sole control of its defence and settlement, and cooperate at the indemnifying party’s expense.

No settlement may impose an obligation on, or admit fault by, the indemnified party without its consent.

Despite the first paragraph of this Section 15.3, where the Customer is the indemnifying party, PROOF may participate in the defence of the Claim with counsel of its choosing at its own expense, and may assume the defence at the Customer’s expense if the Customer does not diligently defend it.

16. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROOF AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND PERSONNEL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, OR ANY BUSINESS INTERRUPTION, HOWEVER CAUSED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROOF’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT AND THE SERVICE WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

THESE EXCLUSIONS AND LIMITATIONS APPLY UNDER EVERY THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, AND STATUTE, EVEN IF PROOF HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES, EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND NOTWITHSTANDING ANY FUNDAMENTAL BREACH. THEY DO NOT APPLY WHERE THE LAW DOES NOT PERMIT LIABILITY TO BE EXCLUDED OR LIMITED.

THE PARTIES AGREE THAT THE FEES REFLECT THIS ALLOCATION OF RISK, AND THAT THESE EXCLUSIONS AND LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THEM.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law

The Agreement is governed by the laws of the Province of Manitoba and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules.

The United Nations Convention on Contracts for the International Sale of Goods, and any legislation implementing it, does not apply.

17.2 Jurisdiction

The courts of Manitoba sitting in Winnipeg have exclusive jurisdiction over every dispute arising out of or relating to the Agreement or the Service. Each party irrevocably attorns to their jurisdiction.

17.3 Injunctive Relief

Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. PROOF may bring proceedings to collect amounts owed in any court of competent jurisdiction.

17.4 Waiver of Jury and Class Proceedings

TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY, AND AGREES THAT CLAIMS WILL BE BROUGHT ONLY INDIVIDUALLY AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

18. INTERNATIONAL USE

PROOF operates the Service from Canada and makes no representation that it is appropriate or available in any other location.

Anyone who accesses the Service from another jurisdiction does so on their own initiative and is responsible for compliance with local law.

Customer Data may be processed in Canada and in other countries, as described in the Privacy Policy and the Data Processing Addendum. Use of the Service is subject to the export and sanctions requirements in Section 5.4.

19. GENERAL

19.1 Entire Agreement

The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior agreements and representations. Terms in any purchase order or other Customer document have no effect.

Conflicts among the documents that form the Agreement are resolved under Section 1.2.

19.2 Amendments

PROOF may amend these Terms, the Privacy Policy, the Cookie Policy, and the Messaging Terms. The Data Processing Addendum changes only as its Section 14 provides, and an Order Form changes only by a writing executed by both parties. The current version is posted at goproof.ca.

PROOF will give at least thirty days’ notice of a material change before it takes effect. Continued use of the Service after the effective date of a change is acceptance of it. A change does not apply to a dispute that arose before it took effect.

19.3 Assignment

The Customer may not assign the Agreement without PROOF’s written consent.

PROOF may assign the Agreement to an affiliate, or in connection with a merger, acquisition, amalgamation, or sale of assets.

19.4 Force Majeure

PROOF is not liable for any failure or delay caused by events beyond its reasonable control, including natural disasters, epidemics, war, governmental action, cyberattacks, and failures of networks, utilities, and third-party providers. Payment obligations are not excused.

19.5 Notices

PROOF may give notices by email to the Customer’s registered address or through the Service. Notices to PROOF must be sent by email to support@goproof.ca.

An email notice is deemed received on the next business day after it is sent.

19.6 Waiver and Severability

No delay in exercising a right is a waiver of it.

If any provision is held unenforceable, it will be enforced to the maximum extent permitted, and the rest of the Agreement continues in effect.

19.7 Relationship of the Parties

The parties are independent contractors. PROOF is not the employer of any Authorized User or Field Participant.

The Agreement confers no rights on any third party, other than the persons indemnified under Section 15.

19.8 Language

The parties have expressly requested and required that the Agreement and all related documents be drawn up in English. Any translation is for convenience only, and the English version governs.

19.9 Electronic Acceptance and Headings

The Agreement may be accepted and signed electronically, and no counterpart or physical signature is required.

Headings are for convenience only and do not affect interpretation.

20. CONTACT

Questions regarding these Terms may be directed to:

PROOF Incorporated
Email: support@goproof.ca
Website: goproof.ca

© 2026 PROOF Incorporated. All rights reserved.

1. INTRODUCTION

PROOF Incorporated (“PROOF,” “we,” “us,” or “our”) is committed to protecting the privacy, confidentiality, and security of personal information entrusted to us.

This Privacy Policy explains how we collect, use, disclose, retain, and safeguard personal information in connection with our website, software platform, and related services (collectively, the “Service”).

PROOF provides business-to-business software designed to support operational management, asset visibility, activity documentation, accountability, and related business processes across multiple industries.

Our Service may be accessed by business customers, their authorized personnel, field workers, contractors, business contacts, and other individuals interacting with authorized platform functions.

We recognize the importance of protecting personal information and maintaining the trust of the organizations and individuals who use our Service.

Our privacy practices are guided by applicable Canadian privacy legislation, including the Personal Information Protection and Electronic Documents Act (“PIPEDA”), and other privacy and data-protection laws where applicable.

This Privacy Policy applies to personal information processed through PROOF’s website, applications, and associated services.

It does not govern the independent privacy practices of third-party websites, businesses, or services that PROOF does not control.

2. OUR ROLE IN HANDLING INFORMATION

PROOF processes information in different capacities depending on the nature of the information and the services being provided.

2.1 Information Processed on Behalf of Customers

Organizations that subscribe to PROOF (“Customers”) may use the Service to manage their operational activities, personnel, equipment, assets, and business records.

In these circumstances, Customers generally determine the purposes for which their operational information is collected and processed.

PROOF processes this information on their behalf in accordance with applicable agreements, lawful instructions, and data-protection requirements.

Customers remain responsible for establishing an appropriate legal basis for collecting and using information about their employees, contractors, business contacts, and other individuals.

This includes providing any notices and obtaining any consents required by applicable law.

Where a Data Processing Addendum (“DPA”) applies, it governs PROOF’s processing obligations in relation to Customer Data.

2.2 Information Processed by PROOF

PROOF is responsible for personal information collected and processed for its own legitimate business purposes.

This may include:

• Account registration and administration.
• Subscription and billing management.
• Customer support and communications.
• Website and platform security.
• Service maintenance and improvement.
• Compliance with legal and regulatory obligations.

PROOF acts as the organization responsible for this information to the extent required under applicable privacy legislation.

3. INFORMATION WE COLLECT

The categories of information PROOF processes depend on how individuals interact with the Service and which functions a Customer uses.

3.1 Account and Business Information

When an organization registers for or uses PROOF, we may collect:

• Business or organization name.
• Names of authorized representatives.
• Business email addresses.
• Telephone numbers.
• Billing and business contact details.
• Account credentials and associated security information.
• User roles and access permissions.
• Subscription and service-related information.

This information supports account management, service delivery, billing, and authorized access.

3.2 Operational Information

Customers may enter, upload, or generate business information through the Service.

Depending on the applicable features, this may include:

• Equipment, vehicle, and asset information.
• Job, order, shipment, and work records.
• Operational activity and status updates.
• Maintenance and service records.
• Timestamps and associated location information.
• Documents, photographs, and attachments.
• Business communications and activity history.
• Names or identifiers associated with recorded activities.

Operational information may include personal information when it identifies or can reasonably be associated with an individual.

3.3 Information About Workers and Other Participants

In the course of providing the Service, PROOF may process information relating to employees, drivers, operators, contractors, technicians, customers, and other individuals.

Such information may include:

• Names and contact information.
• Employer or organizational affiliation.
• Authorized user identifiers.
• Activity and participation records.
• Associated equipment or job information.
• Relevant communication records.
• Location and time information associated with documented activities.

PROOF processes this information for the purposes authorized by the relevant Customer and permitted by applicable law.

3.4 Location Information

Certain functions of the Service use location information to support operational documentation and related services.

Where enabled and authorized, location information may be collected when an individual performs a location-enabled activity, including through a device’s location services.

Such information may be associated with the relevant operational record.

Location accuracy depends on device capabilities, permissions, connectivity, and environmental conditions.

Location information can constitute personal information when associated with an identifiable individual.

PROOF does not represent that recorded device coordinates are independently verified or necessarily accurate.

Customers are responsible for ensuring their use of location information complies with applicable privacy, employment, and workplace laws.

3.5 Website and Technical Information

When individuals visit our website or access the Service, certain technical information may be collected automatically.

This may include:

• Internet Protocol (IP) addresses.
• Browser and device characteristics.
• Operating system information.
• Access times and dates.
• Pages and functions accessed.
• Relevant session identifiers.
• Security and diagnostic information.

This information is used to operate, maintain, protect, and improve the Service.

Additional information about browser cookies is available in our Cookie Policy.

3.6 Communications and Support Information

When individuals contact PROOF, request information, or receive communications through the Service, we may process:

• Names and contact information.
• Email addresses and telephone numbers.
• Message content.
• Support requests and correspondence.
• Communication timestamps.
• Available transmission and delivery-related information.

The Service may facilitate operational notifications and other business communications on behalf of Customers.

Additional conditions governing these communications are described in our Messaging Terms.

3.7 Information Not Intended for Collection

PROOF is not designed for the routine collection of sensitive personal information unrelated to its operational purposes.

Users should not submit information such as medical records, government identification documents, personal financial credentials, or other highly sensitive information unless an authorized feature specifically requires it and appropriate safeguards are in place.

Customers are responsible for ensuring that information submitted to the Service is relevant, lawful, and appropriate for its intended purpose.

4. HOW WE COLLECT INFORMATION

PROOF may receive information through several sources.

Directly from individuals: When users register, contact us, submit information, or interact with Service functions.

From Customers: When organizations provide information about their operations, personnel, contractors, or business contacts.

Through use of the Service: When operational activities generate records, including timestamps, device information, or location information where applicable.

From authorized integrations and service providers: When information is provided through connected systems, third-party services, or technology providers supporting an authorized function.

We seek to limit collection to information reasonably necessary for identified and lawful purposes.

5. HOW WE USE INFORMATION

PROOF uses personal information for the following purposes.

5.1 Providing Our Services

To operate and deliver the software functions requested by Customers and authorized users.

This includes processing operational activities, maintaining records, displaying authorized information, and supporting business processes.

5.2 Account Administration

To establish and manage accounts, verify authorized access, maintain subscriptions, and provide account-related services.

5.3 Security and Fraud Prevention

To protect the Service, its users, and stored information from unauthorized activity, misuse, fraud, and security threats.

5.4 Customer Support

To respond to inquiries, investigate technical issues, provide assistance, and communicate service-related information.

5.5 Billing and Business Administration

To administer commercial relationships, generate invoices, maintain financial records, and fulfill contractual obligations.

5.6 Service Improvement

To evaluate Service performance, improve reliability, resolve technical problems, and develop functionality relevant to our business services.

Where Customer operational information is used to develop aggregated statistics or industry benchmarks, we seek to remove identifying information and apply measures intended to prevent identification of individuals or Customers.

We do not treat information as anonymous merely because direct identifiers have been removed.

5.7 Legal and Regulatory Compliance

To comply with applicable laws, respond to lawful requests, enforce contractual rights, and maintain records required for legitimate legal, regulatory, or business purposes.

PROOF does not use identifiable Customer Data for unrelated purposes without an appropriate legal basis or authorization.

6. LEGAL BASIS FOR PROCESSING PERSONAL INFORMATION

PROOF processes personal information in accordance with applicable privacy and data-protection laws.

Under Canadian privacy law, this generally includes obtaining meaningful consent where required and relying on applicable statutory permissions or exceptions where available.

The nature of consent or other lawful authority depends on the information involved, its sensitivity, the purpose of processing, and the circumstances of collection.

Where the European Union General Data Protection Regulation (“GDPR”), UK GDPR, or similar legislation applies, the legal basis for processing may include:

Performance of a Contract: Where processing is necessary to fulfill contractual obligations to the individual concerned.

Legitimate Interests: Where processing is necessary for legitimate business purposes, including security and service administration, provided the applicable legal requirements are satisfied.

Legal Obligations: Where processing is required to comply with applicable laws.

Consent: Where an individual has provided valid consent for a specified purpose.

When PROOF processes personal information on behalf of a Customer, that Customer generally determines the applicable lawful basis for its own processing activities.

PROOF does not rely on a Customer’s instructions to justify processing that is prohibited by applicable law.

7. CUSTOMER DATA AND CONFIDENTIALITY

PROOF recognizes that Customer Data may contain confidential business information, proprietary operational records, and personal information.

As between PROOF and its Customers, ownership of Customer Data remains with the Customer, subject to the applicable Terms of Service.

PROOF’s rights to access and process Customer Data are limited by its agreements, legitimate service requirements, and applicable law.

We do not sell Customer Data.

We do not disclose identifiable Customer operational records to unrelated businesses for their independent commercial use without authorization or another lawful basis.

Authorized Customer representatives may access information associated with their organization according to the permissions available through the Service.

PROOF personnel may access Customer Data where reasonably necessary for legitimate support, maintenance, security, account administration, legal compliance, or other authorized service purposes.

Access is subject to applicable confidentiality obligations and security safeguards.

Where appropriate, PROOF may use aggregated and de-identified information to improve services, evaluate operational trends, and develop business insights, subject to its contractual commitments and applicable law.

Aggregated information will not be represented as anonymous unless reasonable measures have been taken to prevent identification.

8. LOCATION DATA AND WORKPLACE PRIVACY

PROOF understands that operational information may relate to workplace activities and employee performance.

Customers are responsible for using the Service in accordance with applicable employment, privacy, and workplace-monitoring requirements.

Where required, Customers must inform affected individuals about the nature and purpose of activity documentation, location information, and related monitoring.

PROOF provides the technology used to document authorized operational activities. It does not independently determine whether a Customer’s particular use of employee or contractor information is appropriate or lawful.

Location and activity information should not be treated as independently verified proof of an individual’s conduct.

Individuals seeking information about an employer’s use of PROOF should generally contact the organization responsible for their information.

9. AUTOMATED PROCESSING AND ARTIFICIAL INTELLIGENCE

Certain PROOF functions may use automated technologies, including third-party artificial intelligence services, to assist with limited operational tasks.

Current examples include interpreting customer-designated tracking information to produce estimated arrival information and screening certain submitted text against configured content restrictions.

Relevant information may be transmitted to authorized service providers where necessary to perform these functions.

PROOF seeks to limit such processing to information reasonably necessary for the specified purpose.

Automated outputs may be incomplete or inaccurate and should be evaluated appropriately before being relied upon for important business decisions.

PROOF will provide any additional disclosures required by applicable law if it introduces automated decision-making that produces legal or similarly significant effects concerning individuals.

10. SHARING AND DISCLOSURE OF INFORMATION

PROOF does not sell personal information to data brokers or share it for cross-context behavioural advertising.

We may disclose personal information in the following circumstances.

10.1 Authorized Customers and Users

Information may be made available to the organization responsible for it and to individuals that organization authorizes to receive it.

10.2 Service Providers

PROOF may engage third-party providers to assist with:

• Cloud hosting and infrastructure.
• Data storage and processing.
• Authentication and security.
• Business communications.
• Software functionality and technical operations.
• Artificial intelligence processing for authorized features.
• Customer support and business administration.

These providers are permitted to process information only for authorized purposes, subject to applicable contractual and legal obligations.

Information about relevant service providers and subprocessors may be requested through our privacy contact or obtained through applicable contractual documentation.

10.3 Legal Requirements

We may disclose information where necessary to comply with applicable laws, lawful government requests, court orders, or other legally binding obligations.

Where permitted and appropriate, we may take reasonable steps to evaluate such requests and limit disclosure to the information required.

10.4 Protection of Rights and Security

Information may be disclosed where reasonably necessary to investigate misuse, address security incidents, protect rights or safety, or establish, exercise, or defend legal claims.

10.5 Business Transactions

In connection with a merger, acquisition, financing, restructuring, or sale of business assets, relevant information may be disclosed or transferred where permitted by law and subject to appropriate confidentiality and privacy safeguards.

11. INTERNATIONAL DATA PROCESSING

PROOF is a Canadian company, and certain information is stored or processed in Canada.

We may also use technology providers that process information in the United States or other jurisdictions.

As a result, personal information may be transferred, stored, or accessed outside the province or country in which it was originally collected.

Information processed in another jurisdiction may be subject to that jurisdiction’s laws, including lawful access requirements.

Where cross-border processing occurs, PROOF uses applicable contractual, technical, and organizational safeguards intended to protect personal information.

Where required, international transfers are supported by legally recognized transfer arrangements and any additional safeguards mandated by applicable law.

Customers with specific data-residency or international-transfer requirements should contact PROOF before submitting information that is subject to those requirements.

12. DATA RETENTION

PROOF retains personal information only for as long as reasonably necessary to fulfill the purposes for which it was collected, satisfy applicable contractual obligations, or meet legitimate legal and business requirements.

Retention depends on the category of information and the purpose for which it is processed.

Account Information: Generally retained while an account remains active and for an appropriate period afterward where required for administration, security, compliance, or legal purposes.

Operational Records: Retained according to the applicable Service functionality, Customer agreement, documented retention requirements, and legitimate business or legal purposes.

Business Activity Histories: Certain records are maintained as historical records of operational activities. Corrections may be recorded through additional entries rather than overwriting an earlier event. This does not override applicable privacy rights or legal retention limits.

Billing and Financial Records: Retained as necessary to satisfy accounting, taxation, and regulatory obligations.

Support Communications: Retained for a period reasonably necessary to resolve inquiries, maintain service history, and address related legal or operational requirements.

Security Records: Retained as reasonably necessary for security, investigation, compliance, and protection of the Service.

When information is no longer reasonably required, PROOF will delete, anonymize, or otherwise securely dispose of it, subject to applicable legal obligations and contractual requirements.

12.1 Account Closure

Upon termination or closure of a Customer account, requests for the export or deletion of Customer Data will be handled in accordance with the applicable agreement, DPA, and legal requirements.

Some records may need to be retained for legitimate legal, audit, contractual, security, or dispute-resolution purposes.

Retention does not authorize indefinite storage of personal information without a valid purpose or legal basis.

13. INFORMATION SECURITY

PROOF maintains technical, administrative, and organizational safeguards designed to protect information against unauthorized access, disclosure, alteration, loss, and misuse.

Depending on the circumstances, these safeguards include:

• Access restrictions and authentication controls.
• Encryption and secure communications.
• Separation of customer information.
• Monitoring and security-related logging.
• Controlled administrative access.
• Appropriate data storage and recovery practices.
• Security maintenance and incident-response procedures.

Access to personal information is limited to authorized personnel and service providers with a legitimate need to process it.

PROOF periodically reviews its security practices and may modify its protective measures as technology, business requirements, and identified risks evolve.

While we take reasonable measures to protect information, no electronic system, storage technology, or method of transmission can be guaranteed to be completely secure.

13.1 Security Incidents

If PROOF becomes aware of a security incident involving personal information, we will assess the incident and take appropriate action.

Where applicable law requires notification to Customers, affected individuals, or regulatory authorities, PROOF will provide such notification in accordance with its legal and contractual obligations.

When an incident involves information processed on behalf of a Customer, PROOF will cooperate with the Customer as required under applicable agreements and law.

14. YOUR PRIVACY RIGHTS

Depending on your location and the laws that apply, you may have certain rights regarding your personal information.

These may include:

Right of Access: Request information about personal information held concerning you.

Right to Correction: Request correction of inaccurate or incomplete personal information.

Right to Deletion: Request deletion of personal information where applicable law provides that right.

Right to Withdraw Consent: Withdraw consent for certain processing activities, subject to applicable legal and contractual restrictions.

Right to Restrict or Object: Request restrictions on, or object to, certain processing activities where applicable law permits.

Right to Data Portability: Receive certain personal information in a portable format where legally required.

Right to Complain: Raise privacy concerns with PROOF or an appropriate regulatory authority.

14.1 Exercising Your Rights

Privacy requests may be submitted to:

support@goproof.ca

We may request information reasonably necessary to verify identity and determine the scope of a request.

We will respond within the timeframes required by applicable law.

Where PROOF processes personal information on behalf of a Customer, we may direct the request to the responsible Customer or assist that Customer in responding.

Certain requests may be limited by applicable legal exceptions, the rights of other individuals, or legitimate legal retention requirements.

PROOF will not discriminate against individuals for exercising privacy rights protected by applicable law.

15. COOKIES AND SIMILAR TECHNOLOGIES

PROOF uses cookies and related technologies to support authentication, security, session continuity, and necessary platform functionality.

We do not currently use cookies for third-party behavioural advertising or cross-site advertising tracking.

Certain identifiers associated with cookies may constitute personal information and are handled in accordance with this Privacy Policy.

Information about cookie categories, retention, and available browser controls is provided in our separate Cookie Policy, available at:

goproof.ca/cookies

16. BUSINESS COMMUNICATIONS

PROOF may facilitate transactional, operational, and service-related communications through email, text messaging, or other authorized communication channels.

These communications may concern business activities, service notifications, account administration, and information requested by users.

Customers are responsible for providing any legally required notices and obtaining the necessary consent or other lawful authority before submitting contact information for communications.

Recipients may be able to opt out of certain communications using the instructions provided in the message.

For SMS communications, standard opt-out instructions, including replying STOP where supported, may be available.

Opting out of communications does not necessarily require the deletion of associated operational records.

Further details are provided in our Messaging Terms.

17. CHILDREN’S PRIVACY

PROOF is a business-oriented software platform and is not intended for use by children.

We do not knowingly solicit personal information directly from children for independent consumer purposes.

If we become aware that personal information relating to a child has been collected in circumstances that violate applicable law, we will take appropriate steps to address the matter.

Questions or concerns may be directed to support@goproof.ca.

18. THIRD-PARTY WEBSITES AND SERVICES

The Service may contain links to external websites, platforms, or business systems operated by third parties.

PROOF does not control the independent privacy practices of those third parties.

Individuals are encouraged to review the relevant privacy notices before providing information to external services.

The inclusion of a third-party link or integration does not, by itself, constitute an endorsement of that party’s privacy practices.

19. CHANGES TO THIS PRIVACY POLICY

PROOF may revise this Privacy Policy to reflect developments in our business, changes to the Service, legal requirements, or updates to our privacy practices.

When changes are made, the effective date at the beginning of this policy will be updated.

Where changes materially affect the processing of personal information, we will provide additional notice or obtain consent where required by applicable law.

The current Privacy Policy will remain available through our website.

20. CONTACT AND PRIVACY INQUIRIES

PROOF Incorporated is responsible for maintaining appropriate privacy-management practices for personal information under its control.

Privacy questions, requests, or complaints may be directed to:

PROOF Incorporated
Attention: Privacy Officer
Email: support@goproof.ca
Website: goproof.ca

We will review inquiries and respond within applicable legal timeframes.

Individuals who are dissatisfied with our handling of a privacy concern may have the right to contact the relevant privacy regulator.

In Canada, additional information regarding privacy rights and complaints is available through the Office of the Privacy Commissioner of Canada.

© 2026 PROOF Incorporated. All rights reserved.

1. INTRODUCTION

This Cookie Policy explains how PROOF Incorporated (“PROOF,” “we,” “us,” or “our”) uses cookies and similar technologies on our website, goproof.ca, and within our software platform and related services (collectively, the “Service”).

We are committed to providing a secure, reliable, and transparent digital experience while respecting the privacy of our users.

This policy describes the types of cookies we use, their purposes, how long they may remain on your device, and the choices available to you.

For additional information about how PROOF collects, processes, stores, and protects personal information, please refer to our Privacy Policy.

2. WHAT ARE COOKIES?

Cookies are small data files stored on your computer, smartphone, tablet, or other device when you access a website or online service.

They allow websites and applications to recognize browsers, maintain sessions, remember certain information, and support essential functionality.

Cookies may be classified as:

Session Cookies: Temporary cookies generally removed when a browser session ends.

Persistent Cookies: Cookies that remain on a device for a defined period or until deleted.

First-Party Cookies: Cookies established by the website or service being accessed.

Third-Party Cookies: Cookies established by a domain other than the website or service being accessed.

Similar technologies, including browser storage and device identifiers, may serve related purposes.

3. HOW PROOF USES COOKIES

PROOF uses cookies and similar technologies to support the operation, security, accessibility, and reliability of its platform.

Depending on the functions accessed, these technologies may support:

3.1 Authentication and Security

Cookies help maintain authenticated sessions, recognize authorized access, and protect accounts against unauthorized activity.

These technologies are used to support secure access to the Service.

3.2 Essential Platform Functionality

Certain cookies allow the Service to retain information necessary for users to complete authorized activities without unnecessary interruption.

This may include maintaining a session or recognizing information associated with an ongoing interaction.

3.3 User and Device Recognition

Where necessary to provide requested functionality, PROOF may use cookies to recognize a previously authorized browser or device.

This helps maintain continuity across relevant interactions with the Service.

3.4 Operational Reliability

Cookies and similar technologies may assist with maintaining service availability, preventing duplicate processing, and supporting consistent application behaviour.

These technologies are used for legitimate operational purposes and not for advertising or unrelated tracking.

4. COOKIE CATEGORIES AND RETENTION

The following summarizes the principal categories of cookies used by PROOF as described in our current service configuration.

These cookies are provided through PROOF or service providers acting on our behalf.

Retention periods may vary according to the function being performed, the configuration of the Service, and whether the relevant session or authorization remains valid.

The periods above describe browser-cookie retention, not the retention of business records or personal information stored separately by the Service.

5. ESSENTIAL COOKIES

PROOF uses technologies intended to support essential aspects of the Service.

Essential cookies may be necessary to:

• Authenticate authorized users.
• Maintain secure sessions.
• Deliver functionality requested by users.
• Maintain continuity during permitted activities.
• Support operational security and reliability.

Certain features may not function correctly when these cookies are disabled.

Whether a particular cookie qualifies as strictly necessary under applicable law depends on its actual purpose and use. PROOF reviews its use of cookies and will obtain consent where required for technologies that do not qualify for an applicable exemption.

6. ANALYTICS, ADVERTISING, AND THIRD-PARTY TRACKING

PROOF does not currently use cookies for third-party behavioural advertising, advertising-based profiling, or tracking individuals across unrelated websites.

We do not sell personal information collected through cookies.

Technical usage information may be processed as necessary to maintain, secure, troubleshoot, and improve the Service, as described in our Privacy Policy.

Should PROOF introduce optional analytics, advertising, or other non-essential cookies, we will update this policy and implement any notices, choices, or consent mechanisms required by applicable law before deploying them.

7. PERSONAL INFORMATION AND COOKIES

Certain cookies or related identifiers may constitute personal information when they identify, or can reasonably be associated with, an individual.

PROOF processes such information only for purposes described in this Cookie Policy and our Privacy Policy.

Depending on the Service functionality involved, cookie-related information may be associated with an authorized account, a working session, or an activity recorded within the Service.

We implement appropriate safeguards designed to protect this information against unauthorized access, use, and disclosure.

8. MANAGING YOUR COOKIES

Most internet browsers allow users to control cookies through their browser settings.

Depending on your browser, you may be able to:

• View cookies stored on your device.
• Delete existing cookies.
• Block cookies from particular websites.
• Restrict persistent cookies.
• Configure automatic cookie deletion.

Disabling or deleting certain cookies may interrupt authenticated sessions or prevent aspects of the Service from functioning as intended.

Where optional cookies requiring consent are introduced, PROOF will provide applicable consent and preference controls.

Browser settings do not necessarily remove information already retained in PROOF’s business records. Requests concerning personal information are addressed under our Privacy Policy.

9. THIRD-PARTY SERVICE PROVIDERS

PROOF may engage trusted third-party technology providers to support hosting, authentication, security, communications, and other necessary platform operations.

These providers may process limited technical or personal information in connection with their services to PROOF.

We require service providers handling personal information on our behalf to maintain appropriate privacy and security protections through applicable contractual arrangements.

Further information about the categories of third parties involved in processing personal information is available in our Privacy Policy.

10. CHANGES TO THIS COOKIE POLICY

PROOF may update this Cookie Policy periodically to reflect changes in our Service, technology, applicable laws, or privacy practices.

The effective date displayed at the beginning of this policy will be updated when changes occur.

Where material changes require additional notice or consent under applicable law, we will provide them.

The current version of this policy will remain available through our website.

11. CONTACT INFORMATION

Questions, concerns, or requests regarding this Cookie Policy may be directed to:

PROOF Incorporated
Attention: Privacy Officer
Email: support@goproof.ca
Website: goproof.ca

For further information regarding personal information, please refer to our Privacy Policy.

© 2026 PROOF Incorporated. All rights reserved.

1. INTRODUCTION

These Messaging Terms govern text messages and emails sent through the Service (each, a “Message”).

They form part of the Agreement between PROOF Incorporated (“PROOF,” “we,” “us,” or “our”) and each Customer. Capitalized terms not defined in these Messaging Terms have the meanings given in the Terms of Service.

These Messaging Terms also apply to every individual who receives a Message (a “Recipient”).

They should be read together with the Privacy Policy, which describes how PROOF handles personal information.

Each Customer is responsible for making these Messaging Terms available to its Recipients where applicable law requires.

2. NATURE OF THE MESSAGES

Messages are transactional, operational, and service-related.

PROOF sends Messages on behalf of Customers to individuals connected to an operational record, and to users of the Service in connection with their accounts.

Messages may include:

• Notices of an upcoming, ongoing, or completed activity.
• Links to information that the Recipient is entitled to receive.
• Links that allow the Recipient to take part in an authorized activity.
• Account, security, and verification notices.

Links contained in Messages are intended only for the Recipient and must not be shared with any other person, except through functionality that PROOF provides for that purpose.

Messages do not contain marketing, advertising, or promotional content.

Consent to receive Messages is not a condition of any purchase.

3. CONSENT AND CUSTOMER RESPONSIBILITY

Before it submits a telephone number or email address to the Service, the Customer must obtain and document every consent, and provide every notice, that applicable law requires for the related Messages to be sent.

These requirements arise under laws that include, by way of example and not as a limitation, Canada’s Anti-Spam Legislation, the United States Telephone Consumer Protection Act, the laws of the European Union and the United Kingdom governing electronic communications, and Mexico’s data-protection law, together with applicable carrier and industry requirements.

The Customer represents and warrants that each telephone number and email address it submits belongs to the intended Recipient, and that the Recipient has consented to receive the Messages associated with it.

The Customer must retain evidence of each consent for as long as applicable law requires, and must provide it to PROOF on request. PROOF does not verify consents and relies on the Customer’s representations.

An individual who submits a telephone number or email address to receive Messages, whether their own or another person’s, represents that they are authorized to do so and that the Recipient has consented to receive those Messages.

The Customer must keep contact details accurate, and must promptly remove the contact details of any individual who is no longer connected to its operations.

The Customer is responsible for the content of every Message sent at its direction, including any information it adds to a Message, and for any claim arising from a Message sent without a required consent, as provided in the Terms of Service.

PROOF may decline to send, or may suspend, any Message that it reasonably believes would violate these Messaging Terms, applicable law, or carrier requirements.

4. MESSAGE FREQUENCY AND CHARGES

Message frequency varies with the Customer’s operations and with the Recipient’s involvement in them.

Message and data rates may apply.

A Recipient’s carrier may charge for text messages and data according to the Recipient’s plan.

Carriers are not liable for delayed or undelivered messages.

5. OPTING OUT

A Recipient may reply STOP to any text message to stop receiving text messages from that sender.

After a Recipient replies STOP, a single message confirming the request may be sent. No further text messages will be sent to that number from that sender unless the Recipient opts in again.

An opt-out applies to the telephone number from which it is sent, and is processed as applicable law requires.

A Recipient may reply START to resume text messages from that sender.

A Recipient may reply HELP to any text message for help, or may contact support@goproof.ca.

A Recipient who no longer wishes to receive email Messages may contact the Customer that sent them or PROOF at support@goproof.ca.

Opting out stops the relevant Messages. It does not delete the related operational records, and it may prevent the Recipient from receiving information about activities in which they take part.

6. SUPPORTED CARRIERS AND DELIVERY

Messages are delivered through telecommunications carriers, email providers, networks, and devices that are outside PROOF’s control. Supported carriers may change without notice.

PROOF does not guarantee that any Message will be delivered, delivered on time, or delivered to the intended Recipient.

Carriers and email providers may filter, delay, or block Messages for reasons that PROOF does not control. Delivery may also be affected by device settings, coverage, roaming, and number portability.

No Message should be relied upon for any safety-critical, emergency, or time-critical purpose.

7. PERSONAL INFORMATION

PROOF processes telephone numbers, email addresses, Message content, and delivery information to send Messages, as described in the Privacy Policy.

Mobile telephone numbers and text-messaging consent are not sold, and are not shared with third parties or affiliates for their marketing or promotional purposes.

Telephone numbers are shared only with the service providers that deliver Messages, and as otherwise described in the Privacy Policy.

Message content and delivery information are retained as described in the Privacy Policy.

8. CHANGES

PROOF may update these Messaging Terms to reflect changes in the Service, in applicable law, or in carrier requirements.

When changes are made, the dates at the beginning of these Messaging Terms will be updated. Where applicable law requires additional notice or consent, PROOF will provide it.

Messages sent after an update takes effect are governed by the updated Messaging Terms.

9. CONTACT

Questions regarding Messages or these Messaging Terms may be directed to:

PROOF Incorporated
Email: support@goproof.ca
Website: goproof.ca

© 2026 PROOF Incorporated. All rights reserved.

1. INTRODUCTION AND SCOPE

This Data Processing Addendum (this “Addendum”) forms part of the Agreement between PROOF Incorporated (“PROOF”) and the Customer.

This Addendum applies where PROOF processes Personal Data on behalf of the Customer in providing the Service.

Capitalized terms not defined in this Addendum have the meanings given in the Terms of Service.

If this Addendum conflicts with any other part of the Agreement with respect to the protection of Personal Data, this Addendum prevails to the extent of the conflict. Where the Standard Contractual Clauses apply, they prevail over this Addendum to the extent of any conflict.

2. DEFINITIONS

“Applicable Data Protection Law” means all laws that apply to the processing of Personal Data under the Agreement, including, as applicable: the Personal Information Protection and Electronic Documents Act (Canada) and substantially similar provincial legislation, including Quebec’s Act respecting the protection of personal information in the private sector; the European Union General Data Protection Regulation (the “GDPR”); the GDPR as it forms part of the law of the United Kingdom (the “UK GDPR”) and the Data Protection Act 2018; the privacy laws of the states of the United States; and Mexico’s Ley Federal de Protección de Datos Personales en Posesión de los Particulares.

“Controller” means the party that determines the purposes and means of the processing of Personal Data, and includes any equivalent concept under Applicable Data Protection Law.

“Customer Personal Data” means Personal Data contained in Customer Data that PROOF processes on behalf of the Customer.

“Data Subject” means the individual to whom Personal Data relates.

“Personal Data” means any information relating to an identified or identifiable individual that is protected as personal information or personal data under Applicable Data Protection Law.

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of, or access to, Customer Personal Data. It does not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data.

“Processor” means the party that processes Personal Data on behalf of a Controller, and includes any equivalent concept under Applicable Data Protection Law, such as a service provider or contractor.

“Standard Contractual Clauses” means the standard contractual clauses for the transfer of personal data to third countries approved by the European Commission, as amended or replaced from time to time.

“Subprocessor” means a third party engaged by PROOF to process Customer Personal Data in providing the Service.

“UK Addendum” means the International Data Transfer Addendum to the European Commission’s standard contractual clauses, issued by the Information Commissioner of the United Kingdom.

3. ROLES OF THE PARTIES

With respect to Customer Personal Data, the Customer is the Controller and PROOF is the Processor.

PROOF is an independent Controller of the Personal Data that it processes for its own account registration and administration, subscription and billing, customer support and communications, security, service maintenance and improvement, and legal compliance, as described in the Privacy Policy.

Each party will comply with the obligations that Applicable Data Protection Law places on it in its role.

The Customer is responsible for the lawfulness of the processing it instructs, including for having an appropriate legal basis and for providing every notice and obtaining every consent that the processing requires.

4. PROCESSING INSTRUCTIONS

PROOF will process Customer Personal Data only on the Customer’s documented instructions, unless processing is required by law to which PROOF is subject. In that case, PROOF will inform the Customer of the legal requirement before processing, unless the law prohibits it.

The Agreement, including the Customer’s use and configuration of the Service, constitutes the Customer’s complete documented instructions. Additional instructions require PROOF’s written agreement.

PROOF will inform the Customer if, in its opinion, an instruction infringes Applicable Data Protection Law. PROOF is not obligated to review the lawfulness of the Customer’s instructions.

PROOF will not process Customer Personal Data for its own purposes, except to create Aggregated Data as the Terms of Service permit. Aggregated Data does not identify any individual and is not Personal Data.

PROOF will not sell or share Customer Personal Data, as those terms are defined in Applicable Data Protection Law. Except as this Section 4 permits, PROOF will not retain, use, or disclose Customer Personal Data outside the direct business relationship between the parties or for any purpose other than providing the Service, and will not combine it with Personal Data from other sources except as Applicable Data Protection Law permits. PROOF understands these restrictions and will comply with them.

PROOF will provide the level of privacy protection that Applicable Data Protection Law requires, and will notify the Customer if it determines that it can no longer meet its obligations under that law. The Customer may take reasonable and appropriate steps under Section 12 to help ensure that PROOF processes Customer Personal Data consistently with the Customer’s obligations, and may, on notice, take reasonable and appropriate steps to stop and remediate any unauthorized processing.

5. CONFIDENTIALITY OF PERSONNEL

PROOF will ensure that every person it authorizes to process Customer Personal Data is bound by an appropriate obligation of confidentiality.

PROOF will limit access to Customer Personal Data to personnel who need it to provide, maintain, secure, or support the Service.

6. SECURITY

PROOF will implement and maintain appropriate technical and organizational measures designed to protect Customer Personal Data against Personal Data Breaches, taking into account the state of the art, the costs of implementation, the nature, scope, context, and purposes of the processing, and the risks to Data Subjects.

These measures address access control and authentication, encryption in transit and at rest, logical separation of customer environments, logging and monitoring, controlled administrative access, backup and recovery, vulnerability management, incident response, and personnel training. They are described in Annex 2.

PROOF may update these measures, provided that an update does not materially reduce the overall protection of Customer Personal Data.

The Customer is responsible for its own secure use of the Service, including the protection of credentials and the management of the access it grants.

7. SUBPROCESSORS

The Customer gives PROOF a general written authorization to engage Subprocessors to process Customer Personal Data.

A current list of Subprocessors is available on request to support@goproof.ca.

PROOF will notify the Customer of any intended addition or replacement of a Subprocessor at least fifteen days before the new Subprocessor processes Customer Personal Data.

The Customer may object to the change on reasonable grounds relating to the protection of Personal Data, by notice to PROOF within fifteen days after PROOF’s notice. The parties will discuss the objection in good faith. If it cannot be resolved, the Customer may, as its sole remedy, terminate the affected part of the Service by notice, and PROOF will refund prepaid Fees for the unused remainder of the term.

PROOF will impose on each Subprocessor, by written contract, data-protection obligations that provide at least the same level of protection as this Addendum, to the extent applicable to the services provided.

PROOF remains responsible to the Customer for the performance of each Subprocessor’s obligations.

8. INTERNATIONAL TRANSFERS

Customer Personal Data may be processed in Canada and in other countries in which PROOF and its Subprocessors operate, including the United States. The Customer authorizes these transfers as necessary to provide the Service.

Where Applicable Data Protection Law requires a transfer mechanism, the transfer will rest on one of the following:

• An adequacy decision or equivalent finding.
• The Standard Contractual Clauses, Module Two (controller to processor) or Module Three (processor to processor) as applicable, which are incorporated into this Addendum by reference.
• The UK Addendum, which is incorporated into this Addendum by reference.
• Another transfer mechanism recognized by Applicable Data Protection Law.

Where the Standard Contractual Clauses apply:

• The Customer is the data exporter and PROOF is the data importer.
• The optional docking clause in Clause 7 does not apply.
• Option 2 of Clause 9 applies, with the notice period set out in Section 7.
• The optional language in Clause 11 does not apply.
• The competent supervisory authority is determined in accordance with Clause 13.
• Clause 17 is governed by the law of Ireland, and the courts of Ireland are chosen under Clause 18.
• Annexes I and II are completed by Annex 1 and Annex 2 of this Addendum.

Where the UK Addendum applies, it is completed with the corresponding information in this Addendum and its annexes.

Where Applicable Data Protection Law requires the Customer to assess a transfer before it occurs, PROOF will provide reasonable information to support that assessment.

The Customer may request an executed copy of the Standard Contractual Clauses or the UK Addendum by email to support@goproof.ca.

9. ASSISTANCE

9.1 Data Subject Requests

If PROOF receives a request from a Data Subject concerning Customer Personal Data, PROOF will forward it to the Customer without undue delay. PROOF will not respond to the request itself, other than to direct the Data Subject to the Customer, unless the law requires it or the Customer authorizes it.

Taking into account the nature of the processing, PROOF will provide reasonable assistance to the Customer in responding to requests from Data Subjects to exercise their rights.

Where the Service maintains historical records, a request to correct information may be satisfied by recording a correction rather than by altering an earlier entry, to the extent Applicable Data Protection Law permits.

9.2 Impact Assessments and Consultations

PROOF will provide reasonable assistance, taking into account the nature of the processing and the information available to it, with any data-protection impact assessment, privacy impact assessment, or prior consultation with a supervisory authority that Applicable Data Protection Law requires of the Customer.

9.3 Costs

To the extent Applicable Data Protection Law permits, the Customer will reimburse PROOF’s reasonable costs of assistance beyond the functionality of the Service.

10. PERSONAL DATA BREACH

PROOF will notify the Customer without undue delay after becoming aware of a Personal Data Breach.

The notice will describe, to the extent then known:

• The nature of the breach, including the categories and approximate number of Data Subjects and records concerned.
• Its likely consequences.
• The measures taken or proposed to address it and to mitigate its effects.
• A contact point for further information.

Where information is not available at the time of notice, PROOF will provide it as it becomes available.

Where Customer Personal Data is subject to Quebec’s Act respecting the protection of personal information in the private sector, PROOF will also notify the Customer without delay of any violation of, or attempt to violate, an obligation concerning the confidentiality of that Customer Personal Data.

PROOF will take reasonable steps to contain, investigate, and mitigate the breach, and will cooperate with the Customer in meeting the Customer’s own notification and record-keeping obligations.

The Customer is responsible for determining whether a Personal Data Breach must be reported to a supervisory authority or to affected individuals, and for making any such report, unless Applicable Data Protection Law requires PROOF to do so.

No notice given, and no response made, by PROOF under this Section 10 is an acknowledgment of fault or liability.

11. RETURN AND DELETION

During the term of the Agreement, the Customer may export Customer Personal Data using the functionality of the Service.

After expiry or termination, the Customer may export Customer Personal Data during the Export Period described in the Terms of Service.

Within ninety days after the end of the Export Period, PROOF will delete Customer Personal Data from its active systems, except to the extent that applicable law requires or permits its retention.

Customer Personal Data in routine backups is deleted or overwritten in the ordinary course of PROOF’s backup cycles.

Customer Personal Data that is retained remains subject to this Addendum and is processed only for the purpose of its retention.

On the Customer’s written request, PROOF will confirm deletion in writing.

Aggregated Data is not Personal Data and is not subject to deletion under this Section.

12. AUDITS

PROOF will make available to the Customer the information reasonably necessary to demonstrate its compliance with this Addendum.

PROOF will respond to one reasonable written security questionnaire from the Customer in any twelve-month period. Responses are PROOF’s Confidential Information.

Where Applicable Data Protection Law or a supervisory authority requires an audit or inspection beyond those responses, the Customer may conduct one, or have it conducted by an independent auditor who is bound by confidentiality and is not a competitor of PROOF, subject to the following conditions:

• The Customer gives reasonable prior written notice, and the scope is agreed in advance.
• The audit takes place during PROOF’s normal business hours and does not unreasonably disrupt its operations.
• The audit does not extend to the information of other customers or compromise the security of the Service.
• The audit is conducted at the Customer’s cost, and not more than once in any twelve-month period unless a Personal Data Breach or a supervisory authority requires otherwise.
• The results are treated as PROOF’s Confidential Information.

13. LIABILITY

PROOF’s liability arising out of or relating to this Addendum is subject to the exclusions and limitations of liability in the Terms of Service, and counts toward them, except to the extent that Applicable Data Protection Law or the Standard Contractual Clauses do not permit such a limitation.

This Section does not limit any right of a Data Subject under Applicable Data Protection Law.

14. GENERAL

This Addendum takes effect when the Customer accepts the Agreement and continues for as long as PROOF processes Customer Personal Data on the Customer’s behalf.

Conflicts between this Addendum and the rest of the Agreement are resolved as provided in Section 1.

PROOF may amend this Addendum where required by a change in Applicable Data Protection Law or by a supervisory authority, or to reflect changes in the Service or its Subprocessors, provided that an amendment does not materially reduce the protection of Customer Personal Data. Amendments are notified in accordance with the Terms of Service.

If any provision of this Addendum is held unenforceable, the remaining provisions continue in effect.

This Addendum is governed by the law, and subject to the jurisdiction, provided in the Terms of Service, except where Applicable Data Protection Law or the Standard Contractual Clauses require otherwise.

ANNEX 1 — DETAILS OF PROCESSING

Subject Matter: The provision of the Service to the Customer under the Agreement.

Duration: The term of the Agreement, and any later period during which PROOF processes Customer Personal Data in accordance with Section 11.

Nature and Purpose: Hosting, storage, organization, retrieval, display, transmission, and other processing necessary to provide, maintain, secure, and support the Service, including the documentation of operational activities, the sending of messages on the Customer’s behalf, and the performance of automated functions that the Customer uses.

Categories of Data Subjects: Individuals in the following categories.

• The Customer’s employees, contractors, and other personnel.
• The Customer’s customers and business contacts.
• Other individuals who interact with authorized functions of the Service in connection with the Customer’s operations.

Categories of Personal Data: Personal Data in the following categories.

• Identification and contact data, such as names, telephone numbers, and email addresses.
• Organizational and role data, such as employer, affiliation, and user role.
• Operational activity records.
• Location and time information associated with recorded activities.
• Photographs and documents submitted to the Service.
• Communications data, including message content and delivery information.
• Technical data, such as device and browser information, session identifiers, and Internet Protocol addresses.

Special Categories: The Service is not intended for the processing of special categories of Personal Data or other sensitive personal information, and the Customer must not submit such data unless a function of the Service specifically requires it. Location information associated with recorded activities may be treated as sensitive under some Applicable Data Protection Law, and it is processed only to provide the functions of the Service that the Customer uses.

Frequency: Continuous, for the duration of the Agreement.

Retention: As described in Section 11 and the Agreement.

Subprocessors: Each Subprocessor processes Customer Personal Data with the same subject matter and nature, and for the same duration, as described above, to the extent required for the services it provides to PROOF.

ANNEX 2 — TECHNICAL AND ORGANIZATIONAL MEASURES

PROOF maintains the following measures, which it may update in accordance with Section 6.

Access Control and Authentication: Access to the Service requires authentication, and access to Customer Personal Data is restricted according to the permissions assigned to each user. Multi-factor authentication is available for user accounts.

Encryption: Customer Personal Data is encrypted in transit over public networks, and is stored with hosting providers that encrypt it at rest.

Separation of Customer Information: Customer Personal Data is logically separated by customer, so that each customer’s users can access only the information made available to them.

Logging and Monitoring: Security-relevant events are logged to support the detection and investigation of unauthorized activity.

Controlled Administrative Access: Administrative access to Customer Personal Data is limited to designated personnel with a legitimate need, and administrative actions that change customer records are recorded.

Backup and Recovery: PROOF maintains data storage and recovery practices appropriate to the Service.

Vulnerability Management: PROOF maintains its systems, applies security updates, and tests the Service for security weaknesses.

Incident Response: PROOF maintains procedures to investigate, contain, and respond to security incidents, including notification in accordance with Section 10.

Personnel: Personnel with access to Customer Personal Data are bound by confidentiality obligations and are instructed in their security and data-protection responsibilities.

Subprocessors: Subprocessors are engaged under written contracts that require them to protect Customer Personal Data.

Data Minimization: Information provided to Subprocessors for automated functions is limited to what the function requires.

CONTACT

Questions regarding this Addendum or the processing of Customer Personal Data may be directed to:

PROOF Incorporated
Attention: Privacy Officer
Email: support@goproof.ca
Website: goproof.ca

© 2026 PROOF Incorporated. All rights reserved.