Please read these Terms of Use (“Terms”) carefully. By downloading, accessing, or using the mobile applications, websites, or other items or services of Myabuy, LLC and our affiliates (“Proofn “, “we” or “us”), or the services, features, or functionality jointly offered with other companies through our mobile application or website (collectively, the “Services”), you (“Proofn User”, “Proofn Account”, “you”, or “your”) agree to be bound by these Terms. These Terms affect your legal rights and obligations, so if you do not agree to these Terms, do not use the Services.

We reserve the right to modify the terms and conditions of this Agreement at any time, effective upon posting the amended terms on this site. If we make changes, we will notify you by, at a minimum, revising the “Last Updated” date at the top of this Agreement. You are responsible for regularly reviewing this Agreement. Continued use of Proofn after any such changes shall constitute your consent to such changes. If you do not agree to any such changes you may not use or access the Proofn Services.

You agree that any amounts charged after the 90-day risk free trial ends, following a order to send an unlimited number of Proofn emails and unlimited Business Proofn emails to selected contact(s) after you designate more than five contacts as a “Client/VIP” (a “Charge”) is due and payable immediately upon completion of the order. Charges include order Fees and other applicable fees, surcharges, and taxes that may apply.

You understand and agree that you are solely responsible for determining (i) your applicable Tax reporting requirements, and (ii) the Taxes that should be included, and for including Taxes to be collected or obligations relating to applicable Taxes in Listings. You are also solely responsible for remitting to the relevant authority any Taxes included or received by you. Proofn cannot and does not offer Tax-related advice to any Account.

You will receive one point for every non-Proofn email you sent, two points for every Proofn email you sent and can change at anytime later and three points for every “Client/VIP” contact that you sent Business Proofn email too. When you accumulate 720 points, we will automatically send a birthday wish on your behalf on the birth date of each “Client/VIP” contact, as determined by information from that “Client/VIP” contact’s Profile.

When you accumulate 1440 points we will

send your “Client/VIP” contacts a holiday greeting, on your behalf, on major local holidays celebrated in countries where your “Client/VIP” are located. We use your “Client/VIP” contact mobile device GPS to determine holidays most relevant to your “Client/VIP” contact. We have sole discretion to determine the dates that are considered major local holidays.

 

When you accumulate 3600 points, we will automatically send you an audible alert, 5 minutes before we estimate your “Client/VIP” contact will open the email you sent and ask if you want to make any changes on the email you sent to your “Client/VIP” contact, before your “Client/VIP” opens your email.

 

When you accumulate 360,000 points, you will receive two points for every non-Proofn email you sent, four points for every Proofn email you sent and six points for every Business Proofn email you change or remove later.

You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Proofn’s business, operations and properties, including User information (“Confidential Information”) disclosed to you by Proofn for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Proofn in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Proofn with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Proofn or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Proofn; becomes known to you, without restriction, from a source other than Proofn without breach of this Agreement by you and otherwise not in violation of Proofn’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to Proofn to enable Proofn to seek a protective order or otherwise prevent or restrict such disclosure.

You and Proofn are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.

The Services consist of interactive features and areas that allow users to create, post, transmit, and/or store content, including but not limited to photos, videos, text, graphics, items, or other materials (collectively, “User Content”). You understand that you are responsible for all data charges you incur by using the Services. You also understand that your User Content may be viewable by others and that you have the ability to control who can access such content by adjusting your privacy settings. And you agree to abide by our guidelines which may be updated from time to time.

You agree that you are solely responsible for your User Content and any claims arising therefrom, and that Proofn is not responsible or liable for any User Content or claims arising therefrom. While we are not obligated to do so, we reserve the right, and have absolute discretion, to review, screen, and delete User Content at any time and for any reason.

You retain all ownership rights in your User Content. However, by submitting User Content to Proofn, you hereby grant us an irrevocable, nonexclusive, worldwide, perpetual, royalty-free, sub-licensable, and transferable license to use, reproduce, modify, adapt, edit, publish, create derivative works from, distribute, perform, promote, exhibit, and display such User Content in any and all media or distribution methods, now known or later developed (the “User Content License”), subject to any privacy settings you have set to control who can see your User Content.

You agree that any feedback, suggestions, ideas, or other information or materials regarding Proofn or the Services that you provide, whether by email or otherwise (“Feedback”), are non-confidential and shall become the sole property of Proofn. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledging or compensating you. You waive any rights you may have to the Feedback (including any copyrights or moral rights). We like hearing from users, but please do not share your ideas with us if you expect to be paid or want to continue to own or claim rights in them.

Unless otherwise stated, all materials contained on or within the Services, including, but not limited to, text, graphics, images, code, illustrations, designs, icons, photographs, video clips, and written and other materials (collectively, “Proofn Content”), as well as their selection and arrangement, are protected by copyright, trademark, trade dress, patent, and/or other intellectual property laws. Unauthorized use of Proofn Content may violate such laws and these Terms. Except as expressly provided in these Terms, Proofn does not grant any express or implied rights to use Proofn Content. You agree that you will not copy, reproduce, republish, frame, download, transmit, modify, display, reverse engineer, sell, or participate in any sale of, rent, lease, loan, assign, distribute, license, sublicense, or exploit in any way, in whole or in part, Proofn Content, the Services, or any related software, except as expressly stated in these Terms.

You are hereby granted a limited, nonexclusive, non-sub-licensable license to access and use the Services and Proofn Content. This license is revocable at any time. This license is subject to these Terms and does not include:

  • The distribution, public performance, or public display of Proofn Content;
  • Modifying or otherwise making any derivative uses of the Services or Proofn Content, or any portion thereof;
  • Use of any scraping, data mining, robots, or similar data gathering or extraction methods;
  • Downloading (other than page caching) any portion of the Services, Proofn Content, or any information contained therein, except as expressly permitted on the Services;
  • Accessing the Proofn API with an unauthorized or third-party client; and
  • Any use of the Services or Proofn Content other than for their intended purposes.

Any use of the Services or Proofn Content other than as specifically authorized in these Terms, without the prior written permission of Proofn, is strictly prohibited and will terminate the license to use Proofn granted in these Terms.

In addition to the other restrictions outlined in these Terms, you agree that you will not:

  • Use the Services for any purpose that is illegal, beyond the scope of their intended use, or otherwise prohibited in these Terms or the terms of any third party that govern a particular Service;
  • Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
  • Compromise the security of the Services;
  • Send any unsolicited or unauthorized advertising, spam, solicitations, or promotional materials;
  • Use any robot, spider, crawler, scraper, or other automated means or interface not provided by us to access the Services or to extract data;
  • Reverse engineer any aspect of the Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any area, content, or code of the Services;
  • Use or attempt to use another user’s account without authorization;
  • Attempt to circumvent any content-filtering techniques we employ, or attempt to access areas or features of the Services that you are not authorized to access;
  • Attempt to indicate in any manner that you have a relationship with us or that we have endorsed you or any items or services without our express written consent to do so;
  • Engage in any harassing, intimidating, predatory, or stalking conduct;
  • Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
  • Violate the publicity, privacy, or data-protection rights of others, including by taking pictures of another individual without receiving that individual’s consent;
  • Infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
  • Buy, sell, rent, lease, or otherwise offer in exchange for any compensation, access to your Proofn account, Proofn email, a Proofn name, or a friend link without Proofn’s prior written consent;
  • Develop any third-party applications that interact with User Content or the Services without our prior written consent; and
  • Use the Services for any illegal or unauthorized purpose or engage in, encourage, or promote any activity that violates these Terms.

You further agree to abide by any third-party terms that apply to the Services or when posting reviews of Proofn, including the iTunes App Store Terms of Service or the Android Market Terms of Service. Posting Proofn user names in app store reviews is strictly prohibited and may result in us deleting your Proofn account.

After opening a Proofn account, you accept all responsibility for any activity that occurs while logged into your account. Your Proofn Profile is password-protected so that only You and authorized Proofn staff have access to Your account information. Proofn staff will never proactively reach out to You and ask for any personal account information, including Your password.

You are responsible for making sure that you keep your password secure and safe. You agree that you will not share your password with others or do anything that might jeopardize the security of your account, including sharing your password with or logging in through unauthorized third-party applications or clients that attempt to access the Proofn API. If you use any such application or client, you acknowledge and agree that Proofn will bear no responsibility for any actions taken by those applications or clients, such as any breach of or unauthorized use of your account information or email.

When you first create a Proofn account, we ask for your mobile number and email address to verify your account. Please be aware that your carrier’s text messaging and data fees apply for mobile number verification and that your email provider’s fees (if any) apply for email address verification.

THE SERVICES AND THE PROOFN CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WHILE PROOFN ATTEMPTS TO PROVIDE A GOOD USER EXPERIENCE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL ALWAYS BE SECURE OR ERROR-FREE OR THAT THE SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS.

We reserve the right to modify or discontinue, temporarily or permanently, the Services or any features or portions thereof without prior notice. You agree that we will not be liable for any modification, suspension, or discontinuance of the Services or any part thereof.

Proofn respects the intellectual property rights of others. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, we strive to expeditiously remove any infringing material from our site. If Proofn becomes aware that one of its users is a repeat copyright infringer, it is our policy to take reasonable steps within our power to terminate the user’s account. All users should be aware of and comply with applicable copyright laws.

If you believe that anything on the Services infringes any copyright that you own or control, you may file a notice of such infringement with our designated agent:

Myabuy, LLC

Attn: Copyright

1201 Orange Street Suite 600

Wilmington, DE 19801

admin@myabuy.com

To be effective, any takedown notice submitted to our Copyright Agent must comply with the requirements set forth at 17 U.S.C. § 512(c)(3). That means that the notice must include substantially the following:

1       A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

2       Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.

3       Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Proofn to locate the material.

4       Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Proofn to locate the material.

5       A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

6       A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

These Terms supersede all prior understandings regarding the same and represent the complete agreement between you and Proofn. These Terms do no create or confer any third-party beneficiary rights. We may change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending a notification, posting a notice on the Services, or updating the “Last Updated” date above. Your continued use of the Services will confirm your acceptance of the revised Terms. We encourage you to frequently review the Terms to ensure you understand the terms and conditions that apply to your use of the Services. If you do not agree to the amended Terms, you must stop using the Services and delete your Proofn account.

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

Any dispute between you and Proofn will be governed by these Terms and the laws of the State of Delaware and applicable United States law, without giving effect to any conflict-of-laws principles that may provide for the application of the law of another jurisdiction.

A lawsuit, if any, by you or Proofn against the other will occur in state or federal court in New Castle County, Delaware. You and Proofn agree that the jurisdiction and venue of these courts is exclusive.

1) Indemnification

By agreeing to these Terms you agree to indemnify, defend, and hold harmless Proofn, our managing members, shareholders, employees, affiliates, licensors, and suppliers (the “Proofn Parties”) from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including attorneys’ fees) due to, arising out of, or relating in any way to (a) your access to or use of the Services; (b) any User Content you post, upload, use, distribute, store, or otherwise transmit through the Services; (c) your violation of these Terms; (d) your violation of the rights of another, including without limitation, any intellectual property right, publicity, confidentiality, privacy, or propriety right; or (e) your violation of any statutes, codes, ordinances, laws, rules, regulations, including without limitation, all regulatory, administrative, and legislative authorities.

2) Limitation of Liability

Except where prohibited by law, in no event will Proofn or the Proofn Parties be liable for any indirect, special, punitive, incidental, exemplary, or consequential damages that result from (a) the use of, or inability to use, the Services; (b) the provision of the Services or any materials available therein; or (c) the conduct of other users of the Services, even if Proofn has been advised of the possibility of such damages. You assume total responsibility for your use of the Services. Your only remedy against Proofn for dissatisfaction with the Services or any content is to stop using the Services. If, notwithstanding these Terms, Proofn is found liable to you for any damage or loss that arises out of or is in any way connected with your use of the Services or any content, Proofn’s liability shall in no event exceed $1.00. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

The Services are hosted in the United States. If you are a user accessing the Services from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the Services, which are governed by U.S. law, you are transferring your personal information to the United States and you consent to that transfer.