Proof Terms of Service

Last Updated / Effective Date: July 11, 2026

These Terms of Service (the “Terms”) are a legally binding contract between Proof Incorporated, the company that operates the Proof service (“Proof”, “we”, “us”, or “our”), and the carrier or other business entity that subscribes to or uses the Service (“Customer”, “you”, or “your”). Together with the documents listed in Section 1 (Agreement & Acceptance), these Terms form the entire “Agreement” governing your access to and use of Proof.

The short version

This summary is for convenience only. It is not part of the Agreement, does not replace the full Terms below, and the numbered sections control if there is any conflict. In plain language:

Proof is software, not a trucking company. We give carriers an accountability and visibility layer for drop-trailers: permanent QR stickers, phone Scans that write a permanent Ledger, and Notifications and documents built from that Ledger. We are not a party to your shipments and we are not a broker, carrier, dispatcher, or freight intermediary.
You are responsible for the people you send messages to. Before you enter a driver’s or contact’s phone number or email so Proof can text or email them, you must have the legal consent to do so. This is one of the most important promises you make in this Agreement.
What field people Scan is their input, not our verification. We record Scans faithfully and pin them to GPS and time, but we do not verify that a Scan, a photo, a GPS reading, an ETA, or a detention calculation is accurate or legally sufficient. The Ledger is append-only: once written, entries are corrected by adding a new entry, never by editing or deleting.
The Service is provided “as is.” We work hard to keep it reliable, but we cannot guarantee uptime, or that any SMS or email will be delivered — phone and email networks are outside our control.
If we ever owe you money, the amount is capped at what you paid us in the prior twelve (12) months (or CAD $100 if greater than what you paid), and we are not liable for indirect or consequential losses, to the fullest extent the law allows.
If you stop paying or break the rules, we can suspend you. Your office dashboard goes dark immediately; the public field pages for your trailers stay live for up to twenty-four (24) hours so a driver mid-drop is not stranded, then they go dark too.
The founder can see across customers to run the service. A Proof super-administrator can access data across all customers to operate, support, and secure the Service. Founder actions that change your data are recorded in an append-only audit trail, and this cross-tenant access is restricted to the founder behind server-side controls. This is described in our Privacy Policy.

Now the full Terms.

1. Agreement & Acceptance

1.1 Acceptance and clickwrap

By clicking “I agree,” by signing an Order that references these Terms, or by accessing or using the Service in any way (including by creating an account, inviting an Authorized User, or entering data that causes Proof to process it), you agree to be bound by this Agreement. If you do not agree, you must not access or use the Service.

1.2 Authority to bind the Customer

If you accept this Agreement on behalf of a company or other legal entity, you represent and warrant that (a) you have full legal authority to bind that entity to this Agreement, and (b) you have read and understood these Terms. In that case, “Customer,” “you,” and “your” refer to that entity. If you do not have such authority, you must not accept this Agreement or use the Service.

1.3 The documents that make up the Agreement

The Agreement consists of, and incorporates by reference, each of the following, as each may be updated from time to time in accordance with these Terms:

these Terms of Service;
the Data Processing Addendum (the “DPA”), which governs how we process Personal Information on your behalf;
the Acceptable Use Policy (the “AUP”), which sets the rules for permitted use of the Service;
the Privacy Policy, which describes how we handle Personal Information, including founder access; and
the Messaging Terms (also serving as the carrier messaging-program terms), which govern SMS and email sent through the Service.

Each such document is a material part of the Agreement. The order of precedence among them is set out in Section 17 (General).

1.4 Orders and Plans

The specific subscription tier, quantity, price, and term applicable to you are set out in an order form, online plan selection, invoice, or written quote that references this Agreement (each, an “Order” or “Plan”). Each Order is governed by and incorporates this Agreement.

2. Definitions

Capitalized terms have the meanings given where first defined and as set out below.

“Agreement” means these Terms together with the documents listed in Section 1.3 and each Order.
“Authorized User” means an individual you authorize to access the office-facing dashboard of the Service under your account (for example an owner, dispatcher, or viewer), using credentials issued to or created by that individual.
“Field User” means any person who interacts with the public, no-login Field Surface of the Service — typically a driver, dock worker, yard jockey, or mechanic — by Scanning a QR sticker or opening a link, whether or not that person is your employee.
“Field Surface” means the public, token-based pages of the Service that a Field User reaches by Scanning a sticker or opening a link, without a password, including scan-action pages, live trailer pages, and action links.
“Scan” means an event created when a Field User interacts with the Field Surface (including by scanning a QR sticker, tapping a field action button, opening an action link, or typing a unit number), together with any data captured at that time such as GPS coordinates, timestamp, photos, or a typed note.
“Ledger” means the append-only record of events (including Scans and system events) maintained by the Service, which is designed so that entries cannot be edited or deleted and corrections are made only by appending new entries.
“Notification” means a transactional SMS or email message the Service sends on your behalf, including arriving-soon alerts, wait-loop and release messages, badge and handoff links, work orders, day tickets, and update documents.
“Trailer PIN” means a numeric code generated per shipment or work order that gates certain field actions or unlocks a locked public scan page.
“Badge” means the long-lived, browser-stored identity cookie the Service uses to associate a Field User’s phone with a named person for attribution, without a login.
“Customer Data” means all data, content, and information that you or your Authorized Users or Field Users submit to, or that is generated through your use of, the Service, including Personal Information about drivers and contacts, GPS coordinates, photos, notes, shipment and facility records, and Ledger entries attributable to your organization.
“Personal Information” means information about an identifiable individual, as further described in the Privacy Policy. The DPA addresses the same information under the defined term “Personal Data” (which it defines to include “personal information” as defined under PIPEDA); the two terms refer to the same underlying information and are used interchangeably across the Agreement.
“Aggregated Data” means data derived from the operation or use of the Service that is aggregated and/or de-identified so that it does not identify you or any individual and cannot reasonably be used to do so.
“Feedback” means suggestions, ideas, enhancement requests, or other feedback you or your Authorized Users provide about the Service.
“Confidential Information” has the meaning given in Section 13.
“Subprocessor” means a third party we engage to process Customer Data in order to provide the Service, as identified in the DPA and/or Privacy Policy.
“Third-Party Service” means any product, service, network, website, or content operated by a party other than Proof, including telecommunications carriers, email providers, and third-party tracking pages you paste into the Service.
“Documentation” means the usage guides, help materials, and specifications for the Service that we make generally available.
“Fees” means the subscription and other amounts payable for the Service as set out in an Order or Plan.
“Subscription Term” means the period for which you have subscribed to the Service under an Order or Plan, including any renewals.
“Effective Date” means the earlier of the date you first accept this Agreement and the date you first access or use the Service.
“Suspension” means our disabling of your access to all or part of the Service as described in Section 7.
“Force Majeure Event” has the meaning given in Section 17.

3. The Service

3.1 What Proof provides

The Service is a software-as-a-service accountability and visibility layer for drop-trailers and other movable assets. It lets you associate permanent QR stickers with your equipment; lets Field Users record Scans that write to an append-only, GPS-pinned, timestamped Ledger; computes intervals (such as detention and dwell) from Ledger timestamps; sends Notifications; and generates documents such as update letters, work orders, and day tickets. We may enhance, modify, or add features from time to time as described in Section 15.

3.2 What Proof is not

You acknowledge and agree that Proof is a provider of software only. Without limiting the disclaimers in Section 10:

Proof is not a party to any shipment, transportation contract, brokerage arrangement, or other agreement between you and any shipper, receiver, broker, driver, facility, or other party. Proof is not a motor carrier, broker, freight forwarder, dispatcher, or logistics intermediary, and does not assume any duty of any such party.
Proof does not verify, and is not responsible for the accuracy, completeness, legality, or legal sufficiency of, any information a Field User submits, including which button a Field User taps, the photos they upload, the notes they type, or the GPS coordinates their device reports. The Service records what is submitted; it does not adjudicate the truth of it.
The Ledger is a record you create through your use of the Service. Proof does not represent that the Ledger is a system of legal record, an official record, or admissible evidence for any purpose. It is your responsibility to determine whether and how the Ledger meets any legal, regulatory, contractual, or evidentiary requirement that applies to you, and to preserve records accordingly.
Proof does not guarantee that any Notification will be sent, delivered, delivered on time, or received. SMS and email travel over telecommunications and email networks operated by third parties and are subject to carrier filtering, spam controls, device settings, outages, and other factors outside our control. Notifications are a convenience, not a guaranteed channel; you must not rely on them as the sole means of any safety-, time-, or legally-critical communication.
The AI-assisted features (including reading a pasted third-party tracking page to extract an estimated time of arrival, and screening free-text notes for blocked content) are best-effort aids. The AI reads; deterministic code decides and writes. These features may be inaccurate, incomplete, or unavailable, and you must not rely on them as authoritative.

3.3 Field Surface by design

The Field Surface is intentionally public and passwordless. Access is controlled by unguessable, high-entropy tokens embedded in links and stickers, by Trailer PINs where enabled, and by the Badge mechanism, rather than by user accounts. You acknowledge this design and agree that anything reachable through the Field Surface is protected by tokens and PINs and not by login credentials. The security characteristics and limits of this design are described further in Section 4 and the Privacy Policy.

4. Accounts & Security

4.1 Account registration

To use the office-facing dashboard, you and your Authorized Users must register accounts. You agree that all registration information is accurate and kept current. You are responsible for all activity that occurs under your account and the accounts of your Authorized Users, whether or not authorized by you.

4.2 Authorized Users and credentials

You are responsible for your Authorized Users’ compliance with this Agreement. You must ensure that each Authorized User keeps their credentials confidential, does not share logins, and completes any multi-factor authentication (MFA) the Service requires. The Service requires time-based one-time-password (TOTP) MFA for dashboard access; you agree not to circumvent or disable it. Credentials are personal to each Authorized User and must not be shared among individuals.

4.3 Security responsibilities

You are responsible for maintaining the security of the devices, email accounts, and phone numbers used to access the Service or to receive Notifications, badge links, or Trailer PINs. You must notify us promptly at support@goproof.ca (or support@goproof.ca) if you suspect any unauthorized access to or use of the Service, any compromise of an account or credential, or any loss or theft of a device that can access the Service.

4.4 Field links and PINs

You acknowledge that field and public links are token-based by design and that Trailer PINs are intended to deter casual snooping in shared physical spaces, not to defeat a determined attacker. You are responsible for how you distribute links and PINs (for example, on printed documents or by forwarding messages) and for the consequences of sharing them beyond their intended recipients.

4.5 Our security measures

We maintain administrative, technical, and organizational safeguards designed to protect the Service and Customer Data, as further described in the DPA and Privacy Policy (including tenant isolation through row-level security keyed to your organization, mandatory MFA, salted-hash password storage handled by our authentication provider, an append-only audit Ledger, and server-side-only secrets). No method of transmission or storage is completely secure, and we do not warrant that the Service will be free from unauthorized access, as further disclaimed in Section 10.

5. Customer Responsibilities & Acceptable Use

5.1 Acceptable Use Policy

Your use of the Service, and use by your Authorized Users and Field Users, must comply with the AUP, which is incorporated into this Agreement by reference. A violation of the AUP is a material breach of this Agreement.

5.2 Consents for messaging and data processing — your responsibility

This Section 5.2 is a fundamental part of the bargain. You are solely responsible for obtaining and maintaining all consents, permissions, and legal bases required for Proof to (a) send SMS to the drivers, mechanics, and other individuals whose mobile numbers you or your Authorized Users enter or cause to be entered, (b) send email to the office and other contacts whose addresses you enter, and (c) process the Personal Information of your drivers, Field Users, and contacts as contemplated by the Service. Without limiting the generality of the foregoing, you represent and warrant that, for every phone number and email address you submit or cause to be submitted:

you have obtained all consents required by applicable law, including Canada’s Anti-Spam Legislation (CASL) for commercial electronic messages, and, where recipients are in the United States, the Telephone Consumer Protection Act (TCPA) and applicable A2P/10DLC messaging requirements;
you have provided the individuals with any legally required notices about the collection, use, and disclosure of their Personal Information, including that a third-party software provider (Proof) and its Subprocessors will process it;
you have a lawful basis to enter each contact and to cause messages to be sent to them; and
you will promptly honor and communicate to us any withdrawal of consent, opt-out, or unsubscribe request you receive, and will not re-add a contact who has opted out.

Additional messaging obligations are set out in the Messaging Terms. You bear the risk and responsibility of compliance with CASL, TCPA, and all other laws governing electronic messages sent through the Service, and your indemnity in Section 12 expressly covers claims arising from your failure to obtain the required consents.

5.3 Authority over trailers and data

You represent and warrant that you have the right and authority to (a) place Proof stickers on, and track, each trailer or asset you enter into the Service, and (b) submit each item of Customer Data to the Service and to have it processed as contemplated by this Agreement, without violating any law or the rights of any third party.

5.4 Prohibited conduct

You must not, and must not permit any Authorized User, Field User, or other person to: (a) use the Service in violation of the AUP or any law, including privacy, anti-spam, telemarketing, consumer-protection, export, or sanctions laws; (b) reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent this restriction is prohibited by applicable law; (c) resell, sublicense, time-share, or provide the Service to a third party as a service bureau, except as expressly permitted; (d) probe, scan, or test the vulnerability of the Service, or breach or circumvent any security or authentication measure, except under a written authorization from us; (e) interfere with or disrupt the integrity or performance of the Service; (f) submit content that is unlawful, infringing, defamatory, or that you lack the right to submit; (g) use the Service to harass, surveil, or track any individual in violation of law; or (h) exceed the usage limits of your Plan or use automated means to access the Service other than as we expressly permit.

5.5 Field User conduct

Field Users are frequently not your employees. You remain responsible, as between you and Proof, for the Customer Data that results from Field User activity attributable to your organization, and for ensuring your Field Users’ use of the Service is lawful and authorized. Content that a Field User submits through free-text fields (for example, a note that rides an SMS) is Customer Data and is subject to the AUP; you acknowledge that telecommunications carriers may independently filter or block message content.

6. Fees, Billing & Taxes

6.1 Fees

You agree to pay the Fees for the Service as set out in your Order or Plan. Fees are stated and payable in the currency specified in the Order and, unless otherwise stated, in Canadian dollars.

6.2 Manual invoicing

We currently invoice Fees manually; automated card or payment processing is not yet integrated. Unless your Order states otherwise, we will issue invoices for the applicable Subscription period, and payment is due within thirty (30) days of the invoice date (net 30). You are responsible for providing accurate billing contact information and keeping it current.

6.3 Late payment

Any amount not paid when due accrues interest at the lesser of one and one-half percent (1.5%) per month (18% per year) or the maximum rate permitted by applicable law, calculated from the due date until paid in full. You are responsible for our reasonable costs of collection, including legal fees, on overdue amounts. Non-payment is grounds for Suspension and termination under Section 7.

6.4 Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, value-added, goods-and-services, harmonized-sales, excise, and similar taxes, duties, and levies imposed on the Fees or your use of the Service, excluding taxes based on our net income. If we are required to collect any such tax, we will add it to your invoice and you will pay it, unless you provide a valid exemption certificate.

6.5 No refunds

Except as expressly stated in this Agreement or as required by applicable law, all Fees are non-cancelable and non-refundable, and amounts paid are not refundable in whole or in part, including on Suspension or termination for your breach.

6.6 Price changes

We may change the Fees or introduce new charges. Changes to recurring Fees take effect at the start of your next renewal period, and we will give you notice of a change in accordance with Section 15. Your continued use of the Service after a change takes effect constitutes acceptance of the changed Fees.

7. Suspension & Termination

7.1 Suspension by us

We may suspend your access to all or part of the Service, in whole or in part, immediately and without liability, if: (a) you fail to pay Fees when due and do not cure within any period stated in the invoice or Order; (b) you or your Authorized Users or Field Users breach this Agreement (including the AUP or Messaging Terms); (c) we reasonably believe Suspension is necessary to protect the Service, other customers, any individual, or a third party from harm, security risk, or legal exposure; or (d) we are required to do so by law or by a Subprocessor or Third-Party Service.

7.2 How Suspension actually works

On Suspension, your office dashboard access ends immediately. To avoid stranding a Field User who is mid-task at a trailer, the public Field Surface for your trailers continues to operate for up to twenty-four (24) hours after the Suspension takes effect, after which the Field Surface also ceases and the Service goes fully dark for your organization. During this 24-hour window we may limit functionality. We will use reasonable efforts to notify you of a Suspension.

7.3 Term and termination for convenience

This Agreement begins on the Effective Date and continues for the Subscription Term stated in your Order, renewing as stated there. Either party may terminate this Agreement or any Order for convenience effective at the end of the then-current Subscription Term by giving notice before the renewal date, unless the Order states otherwise. If no Subscription Term is stated, either party may terminate for convenience on thirty (30) days’ written notice.

7.4 Termination for cause

Either party may terminate this Agreement for cause if the other party materially breaches it and fails to cure the breach within thirty (30) days after written notice (or immediately, in the case of a breach not capable of cure). We may terminate immediately for a breach of the AUP, the Messaging Terms, Section 5.2 (consents), or Section 8 (intellectual property). Either party may terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy or similar proceedings.

7.5 Effect of termination

On expiration or termination of this Agreement: (a) your right to access and use the Service ends, and we may disable your account and the Field Surface for your organization; (b) you remain liable for all Fees accrued or payable before the effective date of termination; and (c) export and deletion of Customer Data are handled as described in the DPA and Privacy Policy, subject to our right to retain records as described in Section 9.4. Sections that by their nature should survive (including Sections 6, 8, 9, 10, 11, 12, 13, 16, and 17) survive termination.

8. Intellectual Property

8.1 Proof owns the Service

As between the parties, Proof and its licensors own all right, title, and interest in and to the Service, including all software, code, designs, user interfaces, QR and token schemes, Documentation, and all intellectual property rights therein, and all improvements, enhancements, and derivative works. No rights are granted to you except the limited license expressly stated in Section 8.2. All rights not expressly granted are reserved.

8.2 License to you

Subject to your compliance with this Agreement and payment of Fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, during the Subscription Term, to access and use the Service for your internal business purposes, and to permit your Authorized Users and Field Users to use it accordingly.

8.3 Customer Data ownership and license to us

As between the parties, you own your Customer Data. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and otherwise use Customer Data (including Personal Information, in accordance with the DPA and Privacy Policy) as necessary to provide, maintain, secure, and support the Service, to prevent or address technical or security issues, to comply with law, and to improve the Service. You represent and warrant that you have all rights necessary to grant this license.

8.4 Aggregated Data

We may create and use Aggregated Data, and we own all Aggregated Data and any analytics, benchmarks, models, and insights derived from the operation of the Service, provided that Aggregated Data does not identify you or any individual. We may use Aggregated Data for any lawful business purpose, including operating, analyzing, improving, and marketing the Service, during and after the Subscription Term.

8.5 Feedback

If you or your Authorized Users provide Feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use and exploit the Feedback for any purpose, without restriction or compensation to you. We are not obligated to implement any Feedback.

9. Customer Data & Privacy

9.1 Privacy documents

Our handling of Personal Information is governed by the Privacy Policy and, where we process Personal Information on your behalf, the DPA, each incorporated into this Agreement. Where you act as a controller (or, under Canadian privacy law such as PIPEDA, as the organization accountable for the Personal Information) and we act as your processor / service provider, the DPA governs that processing.

9.2 Your privacy obligations

You are responsible for the lawfulness of the Customer Data you submit and for providing all notices and obtaining all consents and legal bases required for us and our Subprocessors to process it (see Section 5.2). Where a data subject is located in a jurisdiction whose laws apply (for example the European Union under the GDPR or California under the CCPA/CPRA), you are responsible for ensuring your use of the Service and your instructions to us comply with those laws, and the DPA sets out the corresponding roles and obligations.

9.3 Append-only Ledger

You acknowledge that the Ledger is append-only by design: entries cannot be edited or deleted, and corrections are made by appending new entries. This design serves the integrity of the record. Requests to erase Personal Information are handled as described in the Privacy Policy and DPA, taking into account the append-only nature of the Ledger and our retention rights.

9.4 Retention for legal and audit purposes

Notwithstanding any deletion right, we may retain Customer Data and other records to the extent and for as long as necessary to comply with our legal, regulatory, tax, accounting, or audit obligations, to establish, exercise, or defend legal claims, to enforce this Agreement, and to maintain the integrity of the append-only Ledger and our security and audit trails, subject to the Privacy Policy and DPA.

10. Warranties & Disclaimers

10.1 Mutual authority

Each party represents that it has the authority to enter into this Agreement.

10.2 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE, INCLUDING THE FIELD SURFACE, THE LEDGER, NOTIFICATIONS, DOCUMENTS, GPS AND SCAN DATA, DETENTION AND DWELL CALCULATIONS, AND ALL AI-ASSISTED FEATURES, IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROOF AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

10.3 No warranty of accuracy, availability, or delivery

WITHOUT LIMITING THE FOREGOING, PROOF DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR WILL MEET ANY UPTIME OR AVAILABILITY LEVEL UNLESS SEPARATELY AGREED IN WRITING; (B) ANY SCAN, PHOTO, GPS COORDINATE, TIMESTAMP, ETA, DETENTION FIGURE, DWELL FIGURE, OR OTHER OUTPUT IS ACCURATE, COMPLETE, CURRENT, RELIABLE, OR LEGALLY SUFFICIENT FOR ANY PURPOSE; (C) ANY SMS OR EMAIL WILL BE SENT, DELIVERED, DELIVERED ON TIME, OR RECEIVED; OR (D) ANY DEFECT WILL BE CORRECTED. AI-ASSISTED FEATURES ARE BEST-EFFORT AND MAY PRODUCE INCORRECT OR INCOMPLETE RESULTS. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING ANY OUTPUT BEFORE RELYING ON IT.

10.4 Third-party components

The Service relies on Third-Party Services and networks (Section 14). We are not responsible for, and disclaim all warranties regarding, any Third-Party Service.

10.5 Jurisdictional limits

Some jurisdictions do not allow the exclusion of certain warranties or conditions. To the extent an implied warranty or condition cannot be excluded, it is limited in duration to the shortest period permitted by law and, where permitted, our liability for its breach is limited as set out in Section 11. Nothing in this Agreement excludes or limits any right or remedy that cannot be excluded or limited by applicable law.

11. Limitation of Liability

11.1 Exclusion of indirect damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PROOF OR ITS DIRECTORS, OFFICERS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS, LOSS OR CORRUPTION OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, DETENTION OR DEMURRAGE CHARGES, CARGO OR EQUIPMENT LOSS, OR MESSAGING-RELATED PENALTIES OR CLAIMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.2 Cap on liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF PROOF AND ITS DIRECTORS, OFFICERS, EMPLOYEES, SUPPLIERS, AND LICENSORS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, FOR ALL CLAIMS IN THE AGGREGATE, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU ACTUALLY PAID TO PROOF FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, AND (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

11.3 Application and carve-outs

The limitations in this Section 11 apply to the maximum extent permitted by applicable law and regardless of the form of action. They do not apply to the extent prohibited by law — for example, they do not limit liability for death or personal injury caused by a party’s negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by applicable law. Where a jurisdiction does not permit the exclusion or limitation of certain damages, the excluded or limited damages are disclaimed or limited to the greatest extent permitted there. You acknowledge that the Fees reflect this allocation of risk, and that these limitations are an essential basis of the bargain between the parties.

12. Indemnification

12.1 Your indemnity

You will defend, indemnify, and hold harmless Proof and its directors, officers, employees, agents, suppliers, and licensors (the “Proof Indemnitees”) from and against any and all third-party claims, demands, actions, investigations, and proceedings, and all resulting losses, damages, liabilities, settlements, penalties, fines, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer Data, including any claim that it infringes, misappropriates, or violates the rights of a third party or any law; (b) your or your Authorized Users’ or Field Users’ use of the Service, or use of the Service by anyone using your account; (c) your failure to obtain or maintain the consents, permissions, or legal bases required under Section 5.2, the Messaging Terms, or applicable law (including CASL and TCPA), or any message sent through the Service to a recipient you entered; (d) your breach of this Agreement, the AUP, the Messaging Terms, the DPA, or any representation or warranty; and (e) your actual or alleged violation of any law, including privacy, anti-spam, transportation, or consumer-protection law.

12.2 Procedure

We will (a) promptly notify you of the claim (though a delay does not relieve you except to the extent you are prejudiced), (b) give you sole control of the defense and settlement (except that you may not settle any claim in a way that imposes any obligation or admission on a Proof Indemnitee without its prior written consent), and (c) provide reasonable cooperation at your expense. A Proof Indemnitee may participate in the defense with its own counsel at its own expense.

13. Confidentiality

13.1 Definition

“Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances, including the Service’s non-public features and performance, pricing and non-standard Order terms, security information, and Customer Data. It does not include information that the Recipient can show is or becomes public through no fault of the Recipient, was known to the Recipient without confidentiality obligation before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Discloser’s Confidential Information.

13.2 Obligations

The Recipient will (a) use the Discloser’s Confidential Information only to exercise its rights and perform its obligations under this Agreement, (b) protect it using at least the same degree of care it uses for its own confidential information of like kind, and no less than reasonable care, and (c) not disclose it except to its personnel, advisors, and Subprocessors who need to know it and are bound by confidentiality obligations at least as protective as these. The Recipient may disclose Confidential Information if required by law or legal process, provided it gives reasonable prior notice (where legally permitted) and cooperates in any effort to limit the disclosure.

14. Third-Party Services & Networks

14.1 Subprocessors and third-party providers

The Service depends on Third-Party Services, including our hosting, database, authentication, and storage provider, our application-hosting and content- delivery provider, our email-sending provider, our SMS provider, and our AI-model provider, as identified in the DPA and Privacy Policy. We are not responsible for the acts, omissions, availability, or performance of any Third-Party Service, and their availability may affect the Service.

14.2 Carrier and email networks

SMS and email are transmitted over telecommunications and email networks operated by parties other than Proof. You acknowledge that message delivery, timing, filtering, and blocking are controlled by those networks and recipients’ devices and settings, and are outside our control. Proof is not liable for any failure or delay in sending or delivering a Notification.

14.3 Third-party tracking links

The Service allows you to paste third-party tracking links (for example, from a telematics or transportation-management system) so that the Service can display them and, where enabled, read them to estimate an arrival time. Those pages and their content are Third-Party Services controlled by others. Your use of pasted tracking links is at your own risk, and you are responsible for having the right to use and share each link and its content. Proof does not control, endorse, or assume responsibility for any third-party tracking page or its accuracy or availability.

15. Modifications to the Service and to these Terms

15.1 Changes to the Service

We may modify, update, add to, or discontinue features of the Service from time to time. We will not materially reduce the core functionality of the Service you are paying for during a Subscription Term without notice. Beta or early-access features may be offered “as is” and may be changed or withdrawn at any time.

15.2 Changes to these Terms and the other documents

We may update these Terms, the AUP, the DPA, the Privacy Policy, and the Messaging Terms from time to time. For material changes, we will provide notice by email to your account’s administrator, by a notice within the Service, or by posting the updated document at goproof.ca with an updated effective date. Non- material changes are effective when posted. Your continued use of the Service after the effective date of an update constitutes your acceptance of it. If you do not agree to an update, your remedy is to stop using the Service and terminate in accordance with Section 7.

16. Dispute Resolution & Governing Law

16.1 Governing law

This Agreement, and any dispute arising out of or relating to it or the Service, is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Notice of dispute; good-faith resolution

Before starting any formal proceeding, the parties will try in good faith to resolve any dispute informally. A party must first send a written notice of dispute to the other (to support@goproof.ca in the case of a notice to us) describing the dispute and the relief sought. The parties will negotiate in good faith for at least thirty (30) days after the notice. Many disputes can be resolved this way.

16.3 Arbitration (where enforceable)

If the dispute is not resolved within the period in Section 16.2, then, to the extent permitted by applicable law, any dispute arising out of or relating to this Agreement or the Service will be finally resolved by binding arbitration on an individual basis, administered under a recognized arbitral institution’s rules, before a single arbitrator, seated in the Province of Ontario, and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information without first arbitrating.

16.4 Class-action and jury-trial waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE PARTIES WAIVE ANY RIGHT TO A TRIAL BY JURY. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING.

16.5 Enforceability and consumers

The arbitration, class-action-waiver, and jury-trial-waiver provisions in this Section 16 are intended to bind Customers, including United States customers, to the fullest extent enforceable. They apply only to the extent permitted by applicable law. If you are a consumer or are otherwise entitled to rights under consumer-protection legislation (including in certain Canadian provinces) that cannot be waived by contract, nothing in this Section 16 deprives you of those rights, of access to a small-claims court where available, or of any statutory right to bring or participate in a proceeding that cannot lawfully be waived. If any part of this Section 16 is found unenforceable as to a particular claim or remedy, that part is severed for that claim or remedy and the remainder of this Section 16 continues to apply, and any claim that cannot be arbitrated will be resolved by the courts identified in Section 16.6.

16.6 Courts

To the extent a dispute is not subject to arbitration, or where a party seeks equitable relief as permitted above, the parties submit to the exclusive jurisdiction of the courts located in the Province of Ontario, and each party waives any objection to venue there on the basis of inconvenient forum.

16.7 Limitation period

To the extent permitted by applicable law, any claim arising out of or relating to this Agreement or the Service must be brought within one (1) year after the claim arose; otherwise it is permanently barred.

16.8 Worldwide application

The Service is controlled and operated by us from the Province of Ontario, Canada, and is made available to Customers wherever they are located. This Agreement — including the governing-law, arbitration, class-action-waiver, and forum-selection provisions of this Section 16 and the limitations and indemnities elsewhere in this Agreement — applies to you regardless of the country, province, or state from which you access or use the Service, to the fullest extent permitted by applicable law. If you access the Service from outside Canada, you do so on your own initiative, are responsible for compliance with the laws of your own jurisdiction, and agree that any dispute will nonetheless be resolved under the laws and in the forum stated above. We make no representation that the Service is appropriate or available for use in any particular location, and we may restrict or decline to offer it in any jurisdiction where doing so would be unlawful or impractical.

17. General

17.1 Order of precedence

If there is a conflict among the documents that form the Agreement, the following order of precedence governs the conflicting term, unless a document expressly states that it overrides for a specific subject matter: (1) an executed Order, for its commercial terms; (2) the DPA, for the processing of Personal Information; (3) the Messaging Terms, for SMS and email messaging; (4) the AUP, for permitted use; (5) these Terms; and (6) the Privacy Policy. No purchase order, vendor onboarding form, or other Customer document varies this Agreement, and any conflicting or additional terms in such a document are void.

17.2 Force Majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by a “Force Majeure Event,” meaning an event beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, labor disputes, governmental action, failures of the internet, telecommunications, hosting, or utility providers, and denial-of-service or other attacks.

17.3 Assignment

You may not assign or transfer this Agreement or any rights or obligations under it, by operation of law or otherwise, without our prior written consent, and any attempted assignment in violation of this section is void. We may assign this Agreement, in whole or in part, without your consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. This Agreement binds and benefits the parties and their permitted successors and assigns.

17.4 Independent contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship, and neither party may bind the other.

17.5 Notices

We may provide notices to you by email to your account’s administrator, by a notice within the Service, or by posting at goproof.ca. You must send legal notices to us at support@goproof.ca and/or by mail to Proof Incorporated at Ontario, Canada (mailing address on request via support@goproof.ca). Notices are effective when sent (for email or in-Service notice) or when delivered (for mail). Privacy-related requests may be directed to support@goproof.ca and support requests to support@goproof.ca.

17.6 Severability

If any provision of this Agreement is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions remain in full force and effect.

17.7 No waiver

A party’s failure or delay in exercising any right under this Agreement is not a waiver of that right, and no single or partial exercise precludes any further exercise. A waiver is effective only if in writing and signed by the waiving party.

17.8 Export and sanctions compliance

You represent that you and your Authorized Users are not located in, and will not use the Service in or for the benefit of, any country or party subject to applicable Canadian, United States, or other trade sanctions or export controls, and that you will comply with all applicable export-control and sanctions laws.

17.9 Publicity

We may identify you as a customer, including by name and logo, in our customer lists and marketing materials, unless you notify us in writing at support@goproof.ca that you opt out.

17.10 Entire agreement

This Agreement, including the documents incorporated by reference in Section 1.3 and each Order, is the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous understandings, proposals, and communications, whether written or oral, on that subject. Except as expressly provided for updates under Section 15, this Agreement may be amended only by a writing signed or accepted by both parties.

17.11 Survival

Any provision that by its nature should survive expiration or termination will survive, including Sections 6, 8, 9, 10, 11, 12, 13, 16, and 17.

17.12 Language

The parties have requested that this Agreement and all related documents be drafted in English. Les parties ont demandé que la présente entente et tous les documents connexes soient rédigés en anglais.

17.13 How to contact us

Questions about these Terms may be sent to support@goproof.ca. The Service is operated by Proof Incorporated, Ontario, Canada (mailing address on request via support@goproof.ca).