Terms & Conditions

1. Introduction and Acceptance

These Terms and Conditions (the “Terms”) govern access to and use of the PROVEN platform, including the web application available at https://provenvalidation.com and any associated mobile applications, APIs, integrations, and reports (collectively, the “Service”).

The Service is operated by PROVEN Global, Inc., a Delaware corporation, together with its affiliates (the “Company”, “PROVEN”, “we”, “us”, or “our”).

By accessing or using the Service, you agree to be bound by these Terms and by the PROVEN Privacy Policy, which forms an integral part of this agreement. If you do not agree with these Terms, you must not access or use the Service.

These Terms constitute a binding legal agreement between you and the Company. If you use the Service on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers both to you individually and to that organization.

2. Definitions

For the purposes of these Terms, the following capitalized terms have the meanings set out below:

• “Professional” means an individual who creates a PROVEN account in order to build, hold, and selectively share a validated profile of their own professional competencies.
• “Peer” means an individual whom a Professional has personally invited to provide feedback on the Professional's competencies through the Service.
• “Recruiter” means an individual or organization that accesses the Service for the purpose of identifying or contacting Professionals in connection with employment, contract, or engagement opportunities.
• “Company User” means an organization (including its authorized representatives) that accesses the Service for hiring, talent, or workforce purposes.
• “User” means any Professional, Peer, Recruiter, or Company User accessing the Service.
• “Validation” means the process by which a Professional self-assesses and invites Peers to assess specified competencies, producing a Report.
• “Report” means the structured output generated by the Service summarizing a Professional's self-assessment and Peer feedback. Each Report belongs to the Professional who initiated it.

3. The PROVEN Service

PROVEN is a professional validation platform that enables Professionals to structure, document, and selectively share evidence of their own competencies. The Service is designed so that the Professional is the initiator, the controller, and the owner of their Validation and the resulting Report.

PROVEN provides software tools that allow Professionals to:

• Create and maintain a profile under their own control.
• Identify the role-related competencies they wish to validate.
• Invite Peers of their own choosing to provide structured feedback.
• Receive a Report that reflects their self-assessment and the Peer feedback they personally solicited.
• Decide whether, when, and with whom to share that Report.

PROVEN does not:

• Make hiring, contracting, promotion, retention, or other employment decisions.
• Provide professional, legal, medical, or employment advice.
• Guarantee the accuracy, completeness, or suitability of any User-provided content.
• Act as an employer, recruiter, agent, or representative of any User.
• Initiate, on its own motion, the assembly of information about any individual.

4. Eligibility

The Service is intended exclusively for individuals 18 years of age or older. By accessing or using the Service, you represent and warrant that you are at least 18 years old and that you have the legal capacity to enter into these Terms in your jurisdiction.

The Service is not directed to children, and the Company does not knowingly collect information from individuals under 18. If we become aware that an account has been created by an individual under 18, we will close that account and delete the associated data.

5. Accounts

To access certain features, you must create an account. You agree to:

• Provide accurate, current, and complete information when registering and to keep that information updated.
• Maintain the confidentiality of your login credentials and not share them with any third party.
• Be solely responsible for all activity that occurs under your account, whether or not authorized by you.
• Notify the Company promptly of any unauthorized use of your account or any other breach of security.

The Company may suspend, restrict, or terminate accounts in cases of suspected misuse, violation of these Terms, or violation of applicable law, as set out in Section 16.

6. The Validation Process

6.1 Professional-Initiated

Every Validation is initiated by the Professional. PROVEN does not initiate, request, or commission Validations on behalf of any third party. No Recruiter, Company User, or other party can cause a Validation to occur without the affirmative action of the Professional concerned.

6.2 Peers Selected by the Professional

The Professional alone selects which individuals to invite as Peers. PROVEN does not select, suggest by individual identity, or contact any Peer except at the direct instruction of the Professional through the Service. Each Peer invitation is sent on behalf of the Professional, with the Professional identified as the person requesting feedback.

6.3 Validation Integrity

To preserve the integrity of the Validation, PROVEN applies platform-level rules that may include, without limitation, minimum response times, pattern detection, peer relationship verification, and other technical safeguards. These rules apply uniformly to all Validations and are intended to deter manipulation rather than to evaluate any individual.

6.4 Ownership and Control of the Report

Each Report is the property of the Professional who initiated the underlying Validation. The Professional retains exclusive control over the Report and may:

• Download, store, and use the Report for their own purposes.
• Decide whether to make the Report discoverable on the platform and at what visibility level.
• Share the Report with specific third parties (including Recruiters or Company Users) at their sole discretion.
• Withdraw or revoke prior sharing decisions at any time, subject to the technical limitations of distribution already completed.

PROVEN does not deliver Reports to third parties on its own motion. Any delivery of a Report to a Recruiter or Company User occurs because the Professional has affirmatively chosen to make the Report visible or to share it.

6.5 Peer Feedback

Peers provide feedback voluntarily and only after being invited by a Professional. By submitting feedback, the Peer confirms that the feedback is provided in good faith, is based on the Peer's own professional observation of the Professional, and does not violate any obligation owed to a third party.

Peers may decline to provide feedback at any time. The content of a Peer's feedback is incorporated into the Professional's Report in aggregated or structured form as described in the Service documentation.

7. User Content and Responsibility

Users remain solely responsible for all information, data, and content they submit through the Service, including profile information, self-assessments, Peer feedback, and any communications sent through the platform (“User Content”).

By submitting User Content, you represent and warrant that:

• You have the right to provide the content.
• The content is accurate to the best of your knowledge and not misleading.
• The content does not violate applicable law or any third-party right, including intellectual property, privacy, and confidentiality rights.

PROVEN does not independently verify the accuracy or completeness of User Content. Decisions made by any party on the basis of User Content are made at that party's sole risk and responsibility.

You grant the Company a worldwide, non-exclusive, royalty-free license to host, store, reproduce, and display User Content solely as necessary to operate and provide the Service in accordance with these Terms and the Privacy Policy. This license terminates when you delete the content or your account, except to the extent that copies are retained as required by law or as embedded in third-party shares made by you prior to deletion.

8. Recruiters and Company Users

Recruiters and Company Users may use the Service to search for and contact Professionals who have made themselves discoverable on the platform. The Service provides search and filter functionality. Any ordering of search results is based on the Professional's own published profile data and the Recruiter's or Company User's own search criteria, and does not constitute an evaluation, recommendation, or endorsement of any Professional by PROVEN.

Recruiters and Company Users acknowledge and agree that:

• They alone define their selection criteria, review profiles, and make hiring, contracting, or other engagement decisions.
• They are solely responsible for compliance with all applicable laws governing recruitment, employment, anti-discrimination, equal opportunity, data protection, and consumer protection.
• They will not use the Service or any Report in a manner that violates the rights of any Professional or Peer.
• They will treat Reports received from Professionals as one input among many and will not rely on a Report as the sole basis for any adverse employment decision.
• They will not redistribute, resell, or republish Reports without the explicit written authorization of the Professional who owns the Report.

9. United States: Specific Provisions

This Section 9 applies to all Users located in, or accessing the Service from, the United States, and to any use of the Service that may affect a U.S. resident. In the event of conflict with any other provision of these Terms, this Section 9 controls with respect to the matters it addresses.

9.1 No Consumer Reporting Agency; No Consumer Report

PROVEN is not a “consumer reporting agency” within the meaning of the Fair Credit Reporting Act, 15 U.S.C. section 1681 et seq. (the “FCRA”), and Reports generated through the Service are not “consumer reports” or “investigative consumer reports” within the meaning of the FCRA. This is because, among other reasons:

• Validations are initiated solely by the Professional, who is the subject of the Validation.
• Peers are selected solely by the Professional and provide feedback at the Professional's request.
• Reports are owned and controlled by the Professional, not by PROVEN, and are not assembled or evaluated by PROVEN for the purpose of furnishing them to third parties.
• PROVEN does not deliver Reports to any third party except as a direct consequence of the Professional's own decision to share.
• PROVEN does not produce any rating, ranking, or judgment about a Professional's character, general reputation, personal characteristics, or mode of living for the purpose of evaluating that Professional for employment, credit, insurance, or any other purpose covered by the FCRA.

Recruiters, Company Users, and any other recipients of a Report acknowledge and agree that they will not treat PROVEN as a consumer reporting agency and will not treat any Report as a consumer report or investigative consumer report under the FCRA or any analogous state law.

9.2 Permissible Use; Responsibility for Employment Decisions

If a Recruiter, Company User, or any other recipient elects to use a Report in connection with any employment decision (including hiring, promotion, reassignment, retention, or termination), such use is at the sole discretion and responsibility of the recipient. The recipient agrees to:

• Comply with all federal, state, and local laws applicable to employment decisions, including the FCRA where applicable, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, state “ban the box” and fair chance laws, and applicable equal opportunity laws.
• Independently obtain any consents, disclosures, or notices required by law from the Professional before using a Report in an employment decision.
• Treat the Report as a self-presented portfolio voluntarily shared by the Professional, comparable to a curriculum vitae, references letter, or work sample submitted by the candidate.
• Not redistribute the Report to other employers, agencies, or third parties without the Professional's express written consent.

9.3 State-Specific Disclosures

California residents: nothing in these Terms limits any non-waivable right you have under California law, including the California Consumer Privacy Act and the California Investigative Consumer Reporting Agencies Act. Additional information regarding your privacy rights is set out in the Privacy Policy.

Illinois residents: PROVEN does not use facial recognition or other biometric identifiers within the meaning of the Illinois Biometric Information Privacy Act (BIPA). If this changes in the future, separate notice and consent will be obtained.

New York City residents: any Recruiter or Company User subject to NYC Local Law 144 (automated employment decision tools) is solely responsible for determining the applicability of that law to its use of the Service and for any required bias audits, notices, or disclosures. PROVEN does not provide an automated employment decision tool within the meaning of Local Law 144.

10. Prohibited Use

You must not, and must not allow any third party to:

• Upload special category personal data (including health, political opinions, religious beliefs, sexual orientation, or trade union membership) except where strictly required by the Service and with appropriate consent.
• Impersonate any person, misrepresent your affiliation, or provide false or misleading information.
• Use the Service for unlawful, discriminatory, harassing, defamatory, or abusive purposes.
• Scrape, crawl, harvest, or otherwise extract data from the Service without prior written authorization from the Company.
• Reverse engineer, decompile, or attempt to derive the source code of the Service.
• Use the Service to train any artificial intelligence or machine learning model, except as expressly permitted by the Company in writing.
• Introduce malware, conduct denial of service activity, or otherwise interfere with the security or operation of the Service.
• Use the Service to issue any communication that violates anti-spam laws or to send unsolicited commercial communications.
• Resell, sublicense, or commercially exploit the Service except as expressly authorized.

11. No Guarantees; “As Is” Service

To the maximum extent permitted by applicable law, the Service and all outputs are provided “as is” and “as available”, without warranties of any kind, whether express, implied, statutory, or otherwise. The Company expressly disclaims all warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, and any warranty arising from course of dealing or trade usage.

Without limiting the foregoing, the Company does not guarantee:

• The accuracy, completeness, or suitability of any profile, Validation, or Report.
• The availability, uptime, or uninterrupted operation of the Service.
• That the Service will meet your requirements or produce any specific outcome.
• The conduct of any User or third party.

12. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will the Company, its affiliates, officers, directors, employees, or licensors be liable for:

• Any indirect, incidental, consequential, special, exemplary, or punitive damages.
• Any loss of profit, revenue, goodwill, opportunity, reputation, or data.
• Any decision or action taken by any party on the basis of information obtained through the Service.

The aggregate liability of the Company arising out of or relating to these Terms or the Service, regardless of the form of action, will not exceed the greater of (a) the amounts paid by you to the Company for the Service in the twelve months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (USD 100).

Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, gross negligence, willful misconduct, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable law.

13. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your User Content.
• Your use or misuse of the Service.
• Your violation of these Terms or applicable law.
• Your violation of any right of any third party, including any Professional, Peer, Recruiter, or Company User.
• If you are a Recruiter or Company User, any employment, contracting, or engagement decision made on the basis of information obtained through the Service.

14. Intellectual Property

All rights, title, and interest in and to the Service, including the underlying software, databases, designs, trademarks, logos, and documentation, are and remain the exclusive property of the Company or its licensors. No rights are granted to you except those expressly set out in these Terms.

You retain all rights in and to your User Content, subject only to the limited license granted in Section 7.

“PROVEN” and associated logos are trademarks of the Company. You may not use them without prior written consent except as required to refer to the Service in the ordinary course.

If you believe that content on the Service infringes your copyright, you may submit a notice in accordance with the U.S. Digital Millennium Copyright Act (DMCA) to the contact set out in Section 22. The Company will respond to properly submitted notices in accordance with applicable law.

15. Service Changes and Availability

The Company may modify, update, suspend, or discontinue all or part of the Service at any time, with or without notice. The Company will use reasonable efforts to provide advance notice of material changes that adversely affect Users. The Service is provided as part of an evolving product and may include beta or experimental features clearly identified as such.

16. Termination

You may terminate these Terms at any time by closing your account and ceasing use of the Service. Closure of your account does not automatically delete copies of Reports previously shared with third parties at your instruction; you may need to contact those recipients directly.

The Company may suspend or terminate your access to the Service immediately, with or without notice, in cases of suspected violation of these Terms, applicable law, or threat to the Service or to other Users.

Sections that by their nature should survive termination will survive, including Sections 7 (license to retained content), 9 (USA-specific provisions, to the extent applicable to retained Reports), 11 (no guarantees), 12 (limitation of liability), 13 (indemnification), 14 (IP), 18 (governing law), and 19 (dispute resolution).

17. Privacy

The Company's processing of personal data is governed by the Privacy Policy, which forms an integral part of these Terms.

18. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles, except where mandatory provisions of the law of a User's place of residence require otherwise. Application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Subject to Section 19, the state and federal courts located in the State of Delaware have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service. You consent to personal jurisdiction in those courts and waive any objection based on inconvenient forum.

For Users resident in the European Economic Area, the United Kingdom, or Switzerland, nothing in this Section deprives the User of the protection of mandatory provisions of consumer law applicable in their place of residence.

19. Dispute Resolution

Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute through informal negotiation. Either party may initiate informal negotiation by sending written notice to the other party describing the dispute and the proposed resolution. If the dispute is not resolved within thirty (30) days of such notice, either party may proceed to formal resolution in accordance with Section 18.

20. Miscellaneous

Entire Agreement. These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements and understandings.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

No Waiver. The failure of the Company to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Assignment. You may not assign or transfer these Terms without the prior written consent of the Company. The Company may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of assets.

Force Majeure. The Company will not be liable for any failure or delay caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or telecommunications failures, and pandemics.

Relationship of the Parties. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and the Company.

Notices. The Company may provide notices through the Service, by email, or by posting on its website. You may provide notices to the Company at the contact set out in Section 22.

21. Changes to These Terms

The Company may update these Terms from time to time. Material changes will be communicated through the Service or by email, with a reasonable notice period before they take effect. Your continued use of the Service after the effective date of updated Terms constitutes acceptance of those Terms.

22. Contact

Questions regarding these Terms may be directed to:

PROVEN Global, Inc.
Email: legal@provenvalidation.com