Effective Date: May 1, 2023

These Terms of Service (the “Terms”) govern your use of all mobile applications and websites owned or operated by Mproov Corporation (“Mproov,” “we” or “us”), including the Mproov application (the “App”) and any other applications, interactive features, widgets, and resources offered by Mproov through traditional Internet websites, mobile devices or third-party social media platforms (all of which are collectively referred to as the “Mproov Service” or “Service”). Please read these Terms carefully. By using the Mproov Service, you affirm that you have read and understand, and agree to be bound by, these Terms. If you do not agree to these Terms, you may not use the Mproov Service.

Your use of certain parts of the Service may be subject to additional terms and conditions (“Additional Terms”). Where Additional Terms apply, we will make them available for you to read through your use of that part of the Service. By using that part of the Service, you agree to the Additional Terms.

1. Minors, Ability to Accept Terms of Service.

In the United States. The Mproov Service in the United States is not intended for children under 13 years of age. If you are under 13 years of age, you may not use the Mproov Service. By using the Service, you affirm that you are at least the applicable age of majority where you live, or that you have obtained the consent of your parent or legal guardian to use the Mproov Service or that you are an emancipated minor. If you are a parent or guardian agreeing to the terms for the benefit of a child aged 13 or older, then you agree to and accept full responsibility and legal liability for that child’s use of the Services.

Outside of the United States. Outside of the United States, the Mproov Service is not intended for children under 16 years of age. If you are under 16 years of age, you may not use the Mproov Service. By using the Service, you affirm that you have the legal right to form a binding Agreement with us.

2. Your Responsibilities.

To access most features of the Mproov Service, you must register with us. When you register, Mproov collects certain personal information about you. You agree that Mproov may use any information Mproov obtains about you in accordance with the provisions of Mproov’s Privacy Policy (see below).

You also agree to: (a) provide true, accurate, current and complete information when prompted (e.g., at registration); and (b) maintain and update such information so that it is true, accurate, current and complete at all times. You are responsible for obtaining and maintaining all equipment and services (e.g., mobile phone and wireless service) needed to access and use the Mproov Service and for paying all related charges.

As part of the set-up and registration process, you may be asked to select a username/alias and password. Mproov may refuse to grant you a username/alias or revoke your username/alias for any reason in its sole discretion, including if we determine that such username/alias impersonates someone else, is illegal, vulgar, or otherwise offensive, or is protected by trademark or other proprietary rights law, or otherwise may cause confusion or is in use by (or substantially similar to) another user.

You will be responsible for the confidentiality and use of your username/alias and password and agree not to transfer or resell your use of or access to the Service to any third party. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME/ALIAS AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. MPROOV WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO ADEQUATELY SAFEGUARD YOUR PASSWORD OR FOR ANY ACTIONS OCCURRING UNDER YOUR PASSWORD.

We value the integrity of the Mproov community. To protect this community, you agree not to use the Mproov Service to:

violate any local, state, national or international law or regulation;

transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another’s privacy, hateful or racially, ethnically, or otherwise objectionable;

stalk, harass, bully, or harm another individual;

transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation;

knowingly transmit any material that contains adware, malware, spyware, software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

defeat or interfere with any security feature of the Mproov Service, or attempt to do so;

impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;

interfere with or disrupt the Mproov Service or servers or networks connected to the Mproov Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Mproov Service; or

alter or modify any content or component of the Mproov Service, other than content you have uploaded using the Mproov Service.

You further agree not to use or launch any automated system, including, without limitation, “robots,” “spiders,” “offline readers” or the like, that access the Mproov Service. Notwithstanding the foregoing, Mproov may allow operators of public search engines to use spiders to index materials from the Mproov Service for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Mproov reserves the right to revoke these exceptions either generally or in specific cases.

3. Ownership of Mproov’s Content; Restrictions on Use.

The content on the Mproov Service, other than “User Submissions” (as defined below), including, without limitation, photos, clips, videos, text, software, scripts, graphics, sounds, music, interactive features and the like (collectively, the “Content”) and the “Mproov” name and logo, as well as certain other names, logos and materials displayed on or through the Mproov Service that constitute trademarks, tradenames, service marks or logos (the “Marks”) are owned by or licensed to Mproov and are subject to copyright, trademark, and other intellectual property rights under U.S. and international laws. You agree not to copy, download, stream capture, archive, upload, publish, broadcast, sell, resell, modify, translate, decompile, disassemble, reverse engineer, or exploit for any purposes the Mproov Service or any portion of the Mproov Service, including, without limitation, the Content and the Marks, except as authorized by these Terms or as otherwise intended or authorized by Mproov and its applicable licensors.

The Mproov Service is provided for your personal, non-commercial use only. You must abide by all copyright notices, trademark notices, information and restrictions contained in or associated with any Content. You must not remove, alter, interfere with or circumvent any copyright, trademark or other proprietary notices on the Content or any digital rights management mechanism, device or other content protection or access control measure associated with the Content.

4. User Submissions.

The Mproov Service may enable you to input data and post and share photos, videos, clips and/or audio recordings, text comments, and other content within the Mproov Service (collectively, the “User Submissions”).

When you provide Mproov with a User Submission, you grant to Mproov and its affiliates, partners, school creators, representatives, and their successors and assigns, a non-exclusive, fully-paid, royalty-free, transferable, worldwide license, with the right to grant sublicenses through multiple tiers of sublicensees, to display, publicly perform, distribute (including, without limitation, through third-party websites), store, transcode, broadcast, transmit, reproduce, edit, modify, create derivative works and otherwise use and reuse your User Submissions (or any portions or derivative works thereof) in any manner, in any medium now known or hereinafter created, for any purpose. For example, if you create an action item, Mproov or a school creator could use that action item (or a variation of it) in the Mproov Service.

You acknowledge and agree that you have no expectation of compensation of any nature with respect to any User Submissions and that you shall not receive any compensation for any User Submissions.

You acknowledge and agree that you have no expectation of confidentiality of any nature with respect to any User Submissions. Because of the viral nature of social media, you should not submit any content to the Mproov Service that you wouldn’t want to be viewed by others.

Mproov reserves the right to display advertisements in connection with, and/or based upon, your User Submissions and otherwise in connection with the Mproov Service.

You represent and warrant that: (a) you own all rights in your User Submissions or, alternatively, you have acquired all necessary permissions and rights in your User Submissions to enable you to grant to Mproov the rights in your User Submissions described in this Section; and (b) your User Submissions do not infringe the copyright, trademark, patent or other intellectual property rights, privacy rights, publicity rights or any other legal or moral rights of any third party.

You acknowledge that Mproov does not necessarily pre-screen any User Submissions uploaded by you or other users of the Mproov Service, but that Mproov may pre-screen, or review after initial posting, your User Submissions for a variety of reasons, including, without limitation, for safety reasons and for compliance with these Terms. Mproov shall have the right in its sole discretion to refuse or remove any User Submissions as well as terminate your access to the Mproov Service for any reason or no reason.

5. Feedback.

You agree that Mproov is free to use for any purpose whatsoever, ideas, know-how, concepts, techniques, comments, criticisms, reports or other feedback (“Feedback”), that you may provide about the App or the Service including Feedback that you send to us. You acknowledge and agree that you have no expectation of compensation or confidentiality of any nature, and that Mproov has no duties to you (including any duty to compensate you for your Feedback) with respect to such Feedback.

6. Infringement Notice Procedures – Copyrights.

Mproov respects the intellectual property rights of others. Upon proper notice, Mproov will remove or disable access to User Submissions that violate copyright law and may suspend access to the Mproov Service (or any portion thereof) of any user who uses the Mproov Service in violation of copyright law and may terminate the accounts of repeat infringers.

Mproov has implemented procedures for receiving written notification of claimed copyright infringement (each, a “Notification”) and for processing such claims in accordance with such law.

If you are the owner of any exclusive right under copyright laws, or are authorized to act on behalf of such an owner, and you believe your work has been copied in a way that constitutes copyright infringement, please send Mproov‘s copyright agent a Notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single Notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit Mproov to locate the material on the Mproov Service; (c) information reasonably sufficient to permit Mproov to contact you, such as an address, telephone number, and, if available, an e-mail address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (e) a statement by you, made under penalty of perjury, that the above information in your Notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (f) your physical or electronic signature. Please provide us with a Notification that includes all the above enumerated information and e-mail or mail it to the following Mproov copyright agent:

Mproov Corporation

225 4th Ave #203
Venice, CA 90291

Attn: Copyright Agent

E-mail: teiaku123@gmail.com

By submitting a Notification, you acknowledge and agree that Mproov may forward your Notification and any related communications to any users who posted the material identified in such notice.

Please do not send notices or inquiries unrelated to alleged infringement to Mproov’s designated agent.

7. Termination.

You may terminate your membership at any time.

If you are a free user, you must delete your account within the App.

To cancel your paid subscription:

If you subscribed through an Apple device, you must cancel through Apple. Deleting your account will not end your subscription or remove your profile, and you will continue to accrue charges and your profile may still be viewed by others using the Services. Visit https://support.apple.com/en-us/HT204084 for more information on how to request a refund or cancel your subscription.

If you subscribed through an Android device, you must cancel through Google Play. Visit https://support.google.com/googleplay/answer/7018481 for more information on how to cancel your subscription.

If you cancel your subscription, you may use your subscription until the end of your then-current subscription term, and your subscription will not be renewed after your then-current term expires.

Mproov reserves the right, in its sole discretion, to terminate your access to all or part of the Mproov Service, for any reason, with or without notice.

8. Modifications to Mproov Service.

Mproov reserves the right to modify or discontinue the Mproov Service with or without notice to you. Mproov shall not be liable to you or any third party should Mproov exercise its right to modify or discontinue the Mproov Service.

9. Links.

The Mproov Service may contain links to third party websites, applications and gaming platforms, images, videos, gifs, or other Internet resources that are not owned or controlled by Mproov (“Third-Party Materials”). Mproov’s provision of a link to any Third-Party Materials is for your convenience only and does not signify Mproov’s endorsement of such other website or resource or its contents. When you visit a third-party website or service from the Mproov Service, your use of that website or service will be governed by their terms of use and privacy policy and not these Terms. You should review the terms of use and privacy policy of any third-party website or service you use. MPROOV SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY CONTENT, INFORMATION, SOFTWARE, MATERIALS OR PRACTICES OF ANY THIRD-PARTY, INCLUDING ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE MPROOV SERVICE OR ANY LINKED WEBSITE, APPLICATION OR IN ANY ADVERTISING.

10. Disclaimer of Warranties.

YOU AGREE THAT USE OF THE MPROOV SERVICE IS AT YOUR SOLE RISK. THE MPROOV SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

TO THE FULLEST EXTENT PERMITTED BY LAW, MPROOV AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE MPROOV SERVICE (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT).

Mproov and its affiliates make no warranties or representations that the Service will meet your requirements or that the results that may be obtained from use of the Service will be accurate or reliable.

Mproov and its affiliates make no warranties or representations about the accuracy or completeness of content available on or through the Mproov Service, the content of any websites linked to the Mproov Service, or the safety of undertaking any action item or activity of a school. You agree that Mproov assumes no liability or responsibility for any: (a) errors, mistakes or inaccuracies of content or confidentiality; (b) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Mproov Service; (c) any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored therein (including any and all User Submissions); (d) any interruption or cessation of transmission to or from the Mproov Service; (e) any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Mproov Service by any third party; and/or (f) for any loss or damage of any kind incurred as a result of the use of any content posted, e-mailed, transmitted or otherwise made available on or through the Mproov Service.

11. LIMITATION OF LIABILITY.

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL MPROOV OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES).

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL MPROOV’S (INCLUDING ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS) TOTAL LIABILITY TO YOU EXCEED IN AGGREGATE THE SUBSCRIPTION FEES PAID BY YOU DURING THE 6-MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY.

12. Exclusions and Limitations.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent Mproov may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Mproov’s liability shall be the minimum permitted under such applicable law.

13. Indemnification.

You agree to indemnify, defend and hold harmless Mproov, its subsidiaries, affiliates, officers, directors, employees, consultants and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and costs) that they may incur as a result of or arising from: (a) any information (including, without limitation, your User Submissions, Feedback or any other content) you (or anyone using any of your accounts) submit, post or transmit on or through the Mproov Service or otherwise provide to us; (b) your (or anyone using any of your accounts) use of the Mproov Service; (c) your (or anyone using any of your accounts) violation of these Terms or any Additional Terms established by us; or (d) the violation of any rights of any other person or entity, including, without limitation, any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity, by you (or anyone using any of your accounts) or by your User Submissions. Mproov reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Mproov in asserting any available defenses.

14. Choice of Law; Dispute Resolution; Arbitration.

These Terms, any Additional Terms, and any dispute arising from or relating to these Terms, the Additional Terms or the provision or use of the Service, shall be governed exclusively by, and construed in accordance with the laws of the United States and the State of California, without reference to any conflict of laws principles.

Any controversy, claim, or dispute arising out of or related to these Terms (or the interpretation, performance, or breach of them), the Site or the Services, including but not limited to alleged violations of state or federal statutory or common law rights or duties (a “Dispute”) shall be solely and exclusively resolved according to the procedures set forth in this section.

Any Dispute that is not resolved through informal means, shall be resolved exclusively through binding arbitration in accordance with this paragraph. The arbitration shall be initiated and conducted according to the JAMS/Endispute Comprehensive Arbitration Rules and Procedures then in effect, including the Optional Appeal Procedure provided for in such rules (the “Arbitration Rules”). The arbitration shall be conducted in Los Angeles County, California before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator’s decision shall be controlled by these Terms and any of the other agreements, including any applicable Additional Terms. No Disputes may be arbitrated on a class or representative basis. Arbitration can decide only the individual Dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. BY ENTERING INTO THESE TERMS, YOU IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY. The arbitrator shall not have the power to award punitive damages against any party.

If any provision herein is found to be invalid or unenforceable, the remainder of these Terms shall remain valid and enforceable.

15. International Use.

We do not represent or warrant that the Mproov Service, or any part of it, is appropriate or available for use in any particular jurisdiction. You access the Mproov Service on your own initiative and at your own risk, and are responsible for complying with all local laws, rules, and regulations. We may limit the availability of Mproov Service, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

16. Miscellaneous.

These Terms and any Additional Terms constitute the entire and exclusive and final statement of the agreement between you and Mproov and govern your use of the Mproov Service. The failure of Mproov to exercise or enforce any right or provision of these Terms or any Additional Terms shall not constitute a waiver of such right or provision. If for any reason any provision of these Terms or any Additional Terms is found to be unenforceable, that provision shall be enforced to the maximum extent permissible, and the remainder of these Terms and any Additional Terms shall continue in full force and effect. The section titles in these Terms and any Additional Terms are for convenience only and have no legal or contractual effect.

17. Modifications to Terms.

Mproov may, in its sole and absolute discretion, change these Terms and any Additional Terms from time to time. All changes to the Terms, Additional Terms or the Privacy Policy will be effective when posted, and we will provide notification of such changes to you via the Service or contact information you may have provided to Mproov upon registration. Your continued use of the Service following any changes to the Terms, Additional Terms or the Privacy Policy, will constitute your agreement to be bound by such changes. If you object to any such changes, your only recourse will be to stop using the Mproov Service.

18. Notice for California Users.

Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210