Provi Terms of Service
Last Updated: May 25, 2021
These Terms of Service (these “Terms” or this “Agreement”) are a legally binding
contract between you and Tiz, Inc. DBA Provi (collectively "Provi" or "we", "us", or "our") regarding your use of the
Provi website located at Provi.com (including any versions optimized for viewing on a wireless or tablet device)
and all other interactive features, services, and communications provided by Provi (collectively, the "Site"), however accessed and/or used, that are operated, made
available, or produced and maintained by us. In addition to the information or content made available on the Site
("Content"), the Site provides you with various tools to
manage your beverage business through the Provi communication and ecommerce product display platform (the
"Service"). The Service is offered to entities that
commercially distribute alcoholic beverage products (each, a "Distributor”), and to their customers who are licensed to purchase
and re-sell alcoholic beverage products to individual customers (each, a "Retailer" and together with Distributors, “user” or “you”).
Additionally, the Service is only offered to Retailers or Distributors who are licensed by
state and local authorities in cities where the Service is available (the “Provi
BY USING OUR SITE OR BY CLICKING TO AGREE WHEN THE OPTION IS MADE AVAILABLE TO YOU, YOU
ARE AGREEING TO THESE TERMS AND CONSENTING TO MODIFICATIONS TO TERMS CONTROLLING YOUR PRIOR USE OF THE SITE IF
APPLICABLE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOUR ACCEPTANCE
REPRESENTS THAT YOU ARE 21 YEARS OF AGE OR OLDER, HAVE ALL NECESSARY RIGHT, POWER, AUTHORITY AND AUTHORIZATION TO
BIND SUCH COMPANY OR ENTITY TO THIS AGREEMENT, TO MAKE PURCHASES THROUGH THE SERVICE AND TO ENSURE PAYMENT
THEREFORE, IN WHICH CASE THESE TERMS SHALL APPLY TO YOUR ENTITY. IF YOU DO NOT AGREE TO THESE TERMS AND
CONDITIONS, PLEASE DO NOT USE THE SITE OR SERVICES AND EXIT IMMEDIATELY. WE RESERVE THE RIGHT TO MODIFY OR AMEND
THESE TERMS FROM TIME TO TIME AND BY POSTING UPDATED TERMS ON THIS PAGE.
Service enables Retailers to place orders with a Distributor or its sales representatives (each a
“Distributor Sales Representative”), and for such
Distributor or Distributor Sales Representatives to communicate with Retailers about products and orders. Provi is
not a Retailer, Distributor, Agent, or Representative of any Distributor or Retailer. Provi offers information and
tools to connect Retailers and Distributors and facilitate order placement. It is up to independent Distributors
and Distributor Sales Representatives to offer and distribute products and to Retailers to order those products,
which may be arranged through the use of the Service.
- Eligibility. The Site and Service are
offered and available to you if you meet and acknowledge the following requirements:
- You are 21 years of age or older, and
- You or your business have all necessary licenses from applicable state
and local government regulatory or licensing authorities in the Provi Markets to lawfully buy and/or sell
alcoholic beverages on a commercial basis, and all such licenses are in good standing and in full force and
- You are located within the Provi Markets or otherwise located in a
jurisdiction where your access to our Site is not prohibited, and
- You acknowledge that Provi makes no promise that the Site or Services
available on the Site are appropriate or available for use outside of the Provi Markets including in territories
where its contents are illegal or prohibited. If you choose to access the Site from locations outside of the
Provi Markets, you do so at your own risk. It is your responsibility to ascertain and obey all applicable local,
state, federal and international laws (including minimum age requirements) in regard to Services that you
subscribe to on the Site. We are not responsible for non-compliance with any applicable law or any resulting
civil and criminal penalties. We may, in our sole discretion, refuse to offer the Site or Services to any person
or entity and change its eligibility criteria at any time.
- Access License and Restrictions. Provi grants you a limited, revocable, non-exclusive, non-transferable license to access
and use the Site or its Content solely for their intended purpose. This license does not include: any right by
you to authorize any third party use of the Site; any collection and use of any Content, descriptions, any
derivative use of the Site; or any use of data mining, robots, or similar data gathering and extraction tools.
The Site and/or any portion of the Site may not be reproduced, sold, resold, visited or otherwise exploited for
any commercial purpose without Provi’s express written consent. You may not frame or utilize framing
techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout
or form) of Provi, its content providers or its affiliates without Provi’s express written consent. You
may not use any meta tags or any other "hidden text" utilizing our name or trademarks without our
express written consent. Additionally, you agree that you will not: (i) take any action that imposes, or may
impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii)
interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;
or (iii) bypass any measures we may use to prevent or restrict access to the Site. Any unauthorized use
automatically terminates the permissions and/or licenses granted by us to you.
- Orders, Payments and Billing. Provi
may, in its sole discretion, charge a license, subscription, or service fee for the use of the Service as Provi
may determine from time to time (“Paid Services”). Provi will notify you of any fees applicable to Paid Services prior to incurrence. Please
note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed
part of this Agreement.
- Distributors and/or their Sales Representatives control their own
acceptance of orders and will have the option to reject any order they deem to be invalid or modify any order
based on variations in pricing or stock. Provi makes no guarantees regarding the availability, pricing,
accuracy or timely delivery of any products ordered by you through the Service. Any dispute regarding an
order must be resolved between the Retailer and the applicable Distributor or Distributor Sales Representative,
and each Provi user agrees to fully release Provi from any such claims.
- The prices displayed through the Services are quoted in U.S. currency
and are valid only in their respective Provi Markets. Prices are subject to change at any time and Provi makes
no representations or guarantees about the accuracy of any discounted pricing offered by a Distributor Sales
Representative to a Retailer. Sales tax will be determined by the Distributor. Product deliveries to Retailers
will be coordinated by their respective Distributors. Any payment terms presented to you in the process of
purchasing products are deemed part of these Terms. You are responsible for making your own determinations that
products ordered through the Service are suitable. Retailers are responsible for paying for ordered products
upon receipt of final invoice and delivery of ordered products (or acceptable replacement) from Distributors.
Without waiving any of our other rights or remedies, Provi may refuse additional orders and suspend any Services
until all overdue amounts are paid in full.
- We may use third-party payment processors (the “Payment Processors”) to process certain orders in the
Services and bill you through a payment account linked to your Account on the Services (your “Billing Account”). The processing of payments will be subject to the
terms, conditions and privacy policies of the Payment Processors in addition to the terms of this Agreement
(“Payments Platforms”). You have the right to access
and use the Payments Platforms solely for your use to process transactions on behalf of your customers. You are
prohibited from reverse engineering, disassembling or modifying the Payments Platforms or using the Payments
Platforms in violation of any applicable law. You authorize us to collect and share with the Payment Platforms
you use your personal information including full name, date of birth, social security number, physical address,
email address and financial information, as applicable, and you are responsible for the accuracy and
completeness of that data. The Payment Processors disclaim liability for damages directly to you, whether direct
or indirect, incidental or consequential, arising in connection with your use of the Payments Platforms. The
Payment Processors disclaim any warranty of any kind directly to you, including any warranty of title,
merchantability, fitness for a particular purpose or non-infringement.
- If you are in a Provi Market where the payment functionality of our
Services is provided by Dwolla, Inc. (“Dwolla”), one
of our Payment Processors, you must open a Dwolla, and you must accept the Dwolla Terms of Service and Privacy
Policy. Any funds held in or transferred through Dwolla are held or transferred by Dwolla’s financial
institution partners as described in the Dwolla Terms of Service. You understand that you will access and manage
your Dwolla account through our application, and Dwolla account notifications will be sent by us, not Dwolla.
We] will provide customer support for your Dwolla account
activity, and can be reached at https://help.provi.com/en/kb-tickets/new or email@example.com.
- If you are in a Provi Market where the payment functionality of our
Services is provided by Finix Payments, Inc. (“Finix”), one of our Payment Processors, you can access Finix’s website at https://
You have the right to access and use the Finix Payments Platform solely for your use to process
transactions on behalf of your customers.
- We are not responsible for any Payment Processor errors. By choosing to
use any Paid Services or purchase products, you agree to pay us or the provider (where applicable) all charges
at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms,
and you authorize us, through the Payment Processors, to charge your purchase utilizing your chosen payment
method (your “Payment Method”). You agree to make
payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that may be
made even after payment has already been requested or received. The terms of your payment will be based on your
payment method and may be determined by agreements between you and the financial institution, credit card issuer
or other provider of your chosen Payment Method. If we, through the Payment Processors, do not receive payment
from you for any reason, you agree to pay all amounts due on your Billing Account upon demand.
- YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR
BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND
ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE). YOU MUST
PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSORS IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF
YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME
OR PASSWORD. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING
YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET
- Your non-termination or continued use of a Paid Service reaffirms that
we are authorized to charge your payment method for that Paid Service. We may submit those charges for payment,
and you will be responsible for such charges. This does not waive our right to seek payment directly from you.
Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially
selected to use the Paid Service.
- Any free trial or other promotion that provides access to a Paid Service
must be used within the specified time of the trial. You must stop using a Paid Service before the end of the
trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial
period and are inadvertently charged for a Paid Service, please contact us at firstname.lastname@example.org.
- Privacy. Data collection and use,
including data collection and use of Personal Information and Business Data (as defined below) is governed by
important to use and your use of the Site and Services.
- Electronic Communications. You
consent to receive communications from us electronically. We will communicate with you by e-mail or by posting
notices on the Site. You agree that all agreements, notices, disclosures, and other communications we provide to
you electronically satisfy any legal requirement that such communications be in writing. We reserve the right to
send you marketing and promotional emails. You may opt out of receiving marketing and promotional emails from us
by following the instructions enclosed within those emails. If you opt out, we may still send you
non-promotional emails, such as emails about your account or our ongoing business relations. You may also send
requests about contact preferences or changes to personal information, including requests to opt out of sharing
personal information with third parties, to our contact information below.
- Copyright and Ownership. All content
(other than User Submissions defined below) featured or displayed on the Site or as part of the Services,
including without limitation text, graphics, photographs, images, moving images, sound, and illustrations
("Content"), is owned by Provi, its licensors,
vendors, agents and/or its Content providers. All elements of the Site, including without limitation the general
design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating
to intellectual property rights. The Site and the Services may only be used for the intended purpose for which
they are being made available and subject to these Terms.
- Except as may be otherwise indicated in specific documents within the
Site or as permitted by copyright law, you are authorized to view copyrighted material found on our Site solely
for the purposes intended by Provi. In no event will you be permitted to copy, distribute, transmit, display,
reproduce, publish, license, create derivative works from, transfer, sell, download or store any copyrighted
material locally without Provi’s express written permission. Notwithstanding the foregoing, you will be
permitted to print and save reports, agreements, and other documents made available to you.
- In accessing the Site and Services, you may post your own Content on our
Site including messages, photos, and other information about your business or products, ("User Submissions"), and in so doing you expressly grant us a
non-exclusive, royalty-free, worldwide, right to use, reproduce, modify, publish, translate, distribute, perform
and display Content contained in your User Submission, in whole or in part, and in any form to promote and
market the Site and/or Service on any platform or channel, and to make available the Content to other users of
the Site and Services, in perpetuity throughout the universe. Please note that all of the following licenses are
- You may also provide us with data about your company’s alcoholic
beverage product inventory and/or transaction information and product information (“Business Data”), and in so doing you expressly grant us
and our affiliates and service providers, and each of their and our respective licensees, successors, and
assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third
parties any such material, whether or not in aggregate form, for the purpose of supporting Provi’s
business (including without limitation, for purposes of providing, improving, testing, operating, promoting and
marketing the Site or Service or any other product or service). You represent and warrant that you own or
control all rights in and to the Business Data and have the right to grant the license granted above to us and
our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
You acknowledge and agree that Provi may internally use Business Data and freely use and make available Business
Data for Provi’s business purposes. The terms of this section shall survive any termination of any order
or these Terms.
- We may provide users an opportunity to post comments, and other content;
write and send communications (e.g. email, text message/SMS, etc.); submit suggestions, ideas, comments,
questions, or other information; or otherwise interact with others and share thoughts, information and
materials. BY SIGNING UP FOR THE SERVICES, YOU AGREE TO RECEIVE COMMUNICATIONS FROM OR THROUGH PROVI, AND YOU
REPRESENT AND WARRANT THAT EACH PERSON YOU REGISTER FOR THE SERVICES OR FOR WHOM YOU PROVIDE A WIRELESS PHONE
NUMBER HAS CONSENTED TO RECEIVE COMMUNICATIONS FROM OR THROUGH PROVI.
- You are prohibited from using the Site or the Services to post or send
any unlawful, infringing, threatening, defamatory, libelous, obscene, pornographic or profane material or any
material that infringes or misappropriates third party intellectual property or could constitute or encourage
conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any
law. You further understand and agree that sending unsolicited advertisements or "spam" to any user of
the Site is expressly prohibited by this Agreement.
- User Submissions do not represent the views of Provi or any individual
associated with Provi, and we do not control this Content. In no event shall you represent or suggest, directly
or indirectly, Provi’s endorsement of user published Content. We are under no obligation to monitor, edit,
or control User Submissions, and will not be in any way responsible or liable for User Submissions or any
failure to review or act upon User Submissions. Provi may, however, at any time and without prior notice,
screen, remove, edit, or block any User Submissions that violates these Terms or is otherwise
- All trademarks, service marks and trade names of Provi or its licensors
used herein (including but not limited to: Provi name, Provi corporate logo, the Site name, the Site design, and
any logos) (collectively "Marks") are trademarks or
registered trademarks of Provi or its affiliates, partners, vendors or licensors. You may not use, copy,
reproduce, republish, upload, post, transmit, distribute, or modify Provi’s trademarks in any way,
including in advertising or publicity pertaining to distribution of materials on the Site, without Provi’s
prior written consent.
- Reservation of Rights. Provi reserves all
rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted
under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any
third party any intellectual property rights or other right, title, or interest in or to Provi’s
- User Account Obligations and Security. You understand that you will need to create an account to have access to all of the parts
of the Site and to the Services. In consideration of your use of the Site and Services, you will: (a) provide
true, accurate, and complete information about yourself and your business as prompted by the account
registration pages, including but not limited to any requested license information with respect to applicable
state, local or federal laws and regulations ("Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and
complete. You are entirely responsible for the security and confidentiality of your password and account.
Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to
immediately notify us of any unauthorized use of your account or any other breach of security of which you
become aware. You are responsible for taking precautions and providing security measures best suited for your
situation and intended use of the Services and Site.
- Advertising Rights. Provi reserves
the right to sell, license and/or display any advertising, attribution, links, promotional and/or distribution
rights in connection with your User Submissions, and Provi and its licensors or affiliates will be entitled to
retain any and all revenue generated from any sales or licenses of such advertising, attribution, links, or
promotional or distribution rights. Nothing in these additional terms obligates or may be deemed to obligate
Provi to sell, license or offer to sell or license any advertising, promotion or distribution rights.
- Representations and Warranties. You
represent that you, and your employees, are fully able and competent to satisfy the terms, conditions, and
obligations herein, and your use of the Site and Services is and will be in compliance with all applicable
- Third Party Resources. Creating or
maintaining any link from another web site to any page on the Site without our prior written permission is
prohibited. From time to time, the Site or Services may contain links to websites that are not owned, operated
or controlled by Provi or its affiliates. If you use these links, you will leave the Site. Neither we nor any of
our respective affiliates are responsible for any content, materials or other information located on or
accessible from any other website. Neither we nor any of our respective affiliates endorse, guarantee, or make
any representations or warranties regarding any links that direct you away from the Service or any integration
with outside software, including but not limited to User Submissions sent and received through our messaging
platform or posted by Distributors to our Storefronts feature (“Third Party
Resources”). The use of the Third Party Resources is at your own discretion and
risk and with agreement that you will be solely responsible for any results or lack thereof from such
activities. When visiting or using these Third Party Resources or using their services as-integrated into the
- Disclaimers. YOUR USE OF THE SITE AND
THE SERVICES IS AT YOUR RISK. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SITE AND
SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.
NEITHER PROVI, NOR ANY OF ITS AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR
SERVICES PROVIDED ON OR THROUGH THE SITE. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE
SITE MAY BE OUT OF DATE, AND NEITHER PROVI, NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY
TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY
TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PROVI OR THROUGH PROVI SITE AND SERVICES WILL CREATE ANY
WARRANTY NOT EXPRESSLY MADE HEREIN.
- Limitations of Liability. Provi does
not assume any responsibility, or will be liable, for any damages to, or any viruses that may infect your
computer or other property caused by or arising from your access to, use of, browsing, or downloading materials
from the Site or Service. IN NO EVENT WILL PROVI, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS,
AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF
THE SITE OR SERVICES, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS
INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITE OR SERVICES, WHETHER
BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE THAT PROVI SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE
DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM THE
FOREGOING RESTS ENTIRELY WITH YOU. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED
BY LAW. IN THE EVENT OF ANY PROBLEM WITH THE SITE OR ANY CONTENT OR SERVICES THEREON, YOU AGREE THAT YOUR SOLE
REMEDY IS TO CEASE USING THE SITE OR SERVICE. IN NO EVENT SHALL PROVI'S TOTAL LIABILITY TO YOU FOR ALL
DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR
OTHERWISE EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS (US $100.00) OR (B) THE VALUE OF FEES PAID (IF ANY) FOR
PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD.
- Indemnity. You agree to defend,
indemnify and hold Provi and any affiliated company or individual harmless from any and all liabilities, costs,
and expenses, including reasonable attorneys’ fees, related to or in connection with (i) the use of the
Site, the Services or any Third Party Resources, or your placement or transmission of any message or information
by you or your authorized users; (ii) your violation of any term of this Agreement, including without
limitation, your breach of any of the representations and warranties above; (iii) your violation of any third
party right, including without limitation any right of privacy, publicity rights or Intellectual Property
Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any
claim or damages that arise as a result of any User Submission that you provide to Provi; or (vi) any other
party's access and use of the Site with your unique username, password or other appropriate security
- Release. In the event that you have a
dispute with one or more other users of the Site or any Third Party Resource integrated with or linked from the
Site or included in the Services, you release Provi (and our officers, directors, agents, subsidiaries, joint
ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature,
known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected
with such disputes.
- Termination. You or we may suspend or
terminate your account or your use of the Site at any time, for any reason or for no reason. You are personally
liable for any charges incurred through your account prior to termination. We may also block your access to our
Site or Services in the event that (a) you breach this Agreement; (b) we are unable to verify or authenticate
any information you provide to us; or (c) we believe that your actions may cause financial loss or legal
liability for you, our users or us.
- Force Majeure. Neither Provi nor you
shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences
beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or
failure, water, acts of God, war, revolution, civil commotion, pandemic or acts of civil or military authorities
or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any
representative of any such government or legal body; or labor unrest, including without limitation, strikes,
slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy
shortages, or acts or omissions of other common carriers.
- General. All matters relating to the
Site, Services and this Agreement and any dispute or claim arising therefrom or related thereto (in each case,
including non-contractual disputes or claims), shall be governed by and construed in accordance with the
internal laws of the State of Illinois. A printed version of this Agreement will be admissible in judicial and
administrative proceedings based upon or relating to these Terms to the same extent and subject to the same
conditions as other business documents and records originally generated and maintained in printed form.
- Arbitration Agreement. Please read the
following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with
Provi and limits the manner in which you can seek relief from Provi. Both you and Provi acknowledge and agree
that for the purposes of any dispute arising out of or relating to the subject matter of these Terms,
Provi’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms
and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted
the right) to enforce these Terms against you as the third-party beneficiary hereof.
- The parties to these Terms shall use their best efforts to settle any
dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms
directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration.
If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Chicago,
Illinois. To the fullest extent permitted under applicable law, any arbitration between you and Provi will be
settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the
Supplementary Procedures for Consumer Related Disputes (collectively, “Rules”) of the American Arbitration Association (“AAA”), as
modified by these Terms, and will be administered by the AAA. The Rules and filing forms are available online at
www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Provi. Judgment upon the award rendered by
such arbitrator may be entered in any court of competent jurisdiction
- The Rules will govern payment of all arbitration fees. If the arbitrator
finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an
improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then you
agree to reimburse Provi for all monies previously disbursed by it that are otherwise your obligation to pay
under the Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a
reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and
award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and
reimbursement of fees or expenses at any time during the proceeding and upon request from either party made
within 14 days of the arbitrator’s ruling on the merits.
- YOU AND PROVI WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO
COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Provi are instead choosing to have claims and
disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less
costly than rules applicable in court and are subject to very limited review by a court. In any litigation
between you and Provi over whether to vacate or enforce an arbitration award, YOU AND PROVI WAIVE ALL RIGHTS TO
A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
- ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT
MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER
CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however,
this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Provi is
entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth below.
- You have the right to opt out of the provisions of this Section by
sending written notice of your decision to opt out to the address listed below postmarked within thirty (30)
days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email
address and/or telephone number associated with your Account, and (iii) a clear statement that you want to opt
out of these Terms arbitration agreement. If you send the opt-out notice in, and/or in any circumstances where
the foregoing arbitration agreement permits either you or Provi to litigate any dispute arising out of or
relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply
to either party, and both you and Provi agree that any judicial proceeding (other than small claims actions)
will be brought in the state or federal courts located in, respectively, Cook County, Illinois, or the federal
district in which that county falls.
- If the prohibition against class actions and other claims brought on
behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this
Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of
your relationship with Provi.
- To the fullest extent permitted under applicable law, no action arising
out of, in connection with, or relating to these Terms shall be brought by you more than one (1) year after the
accrual of the cause of action. This period shall not be extended for any reason, except by the written consent
of both parties. All statutes or provisions of law which would toll or otherwise affect the running of the
period of limitation are hereby waived, and no such statute or provision of law shall operate to extend the
period limited in this paragraph, to the fullest extent permitted under applicable law.
- Warranty Disclaimer. We do not guarantee
continuous, uninterrupted or secure access to our Site or Services, and operation of the Site may be interfered
with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or
unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that
this Agreement and all incorporated agreements may be automatically assigned by Provi in our sole discretion.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent
of such section. Our failure to act with respect to a breach by you or others does not waive our right to act
with respect to subsequent or similar breaches. These Terms set forth the entire understanding and agreement
between us with respect to the subject matter hereof. All provisions herein regarding Site Access License
and Restrictions, Limitations of Liability, Indemnity, Releases, and any other terms that are intended to
survive any termination of the customer relationship or use of the Services shall survive any termination or
expiration of this Agreement.
- Consumer Protection Notice. Please note
that, if you are a consumer, the limitations in these Terms are intended to be only as broad and inclusive as is
permitted by the laws of your state of residence.
- Entire Agreement. These Terms are the
entire agreement between you and Provi and supersede any prior understandings or agreements (written or oral),
with the exception of any additional terms and conditions that may be specifically agreed to and applicable to
- Additional Assistance. If you do not
understand any of the foregoing Terms or if you have any questions or comments, we ask you to contact us at by
email at: email@example.com.
- Copyright Notice. All Site design,
graphics, text selections, arrangement and all software are Copyright © 2020 Provi, Inc. or its licensors.
ALL RIGHTS RESERVED.