Terms and Conditions

Last Updated: 05 January 2026

Proofmarked ("we" or "Service Provider") operates a cybersecurity and trust-verification SaaS platform that helps organizations authenticate their legitimate online presence. Our services include features like trademark ownership verification, domain/URL allowlisting, and browser-extension-based trust signaling to protect brands and their customers from impersonation, phishing, and related cyber-fraud.

We offer these services on a business-to-business basis, with certain features directed toward our clients' end-users as a B2B2C model. Proofmarked does not provide services directly to individual consumers, and by using our platform, you confirm that you are doing so as or on behalf of a business entity (not for personal or household use). If you are a consumer using the Proofmarked browser extension, these Terms and Conditions do not apply to you. Please refer to our Privacy Policy for information about how the extension works and what data we collect (spoiler: none).

By accessing or using the Proofmarked website, platform or services ("Services"), you agree to these Terms and Conditions ("Terms"). If you enter into a Master Services Agreement (MSA) or other written contract with Proofmarked, that MSA (and any incorporated Order Forms) governs the commercial relationship. These Terms complement the MSA by covering platform usage and additional provisions. In case of conflict, the MSA will prevail. If you do not have a separate MSA, then these Terms (along with any applicable additional agreements) form the entire agreement between you (the "Client") and Proofmarked for your use of the Services. Please read these Terms carefully before using the platform.

These Terms apply between:

THE OPERATOR OF THE SITE

Proofmarked, Lda., a private limited liability company incorporated under the laws of Portugal, with its registered office at Rua João Saraiva, N.º 38 1700-250 Lisboa, with a share capital of €5000 (five thousand euros) ("Proofmarked" or "Service Provider");

And

THE BUSINESS USER

Any natural or legal person accessing the Site or Platform on their own behalf or on behalf of a company or organization, strictly for professional or commercial purposes (hereinafter, the "Business User").

By accessing or using the Site or Platform, the Business User acknowledges to have read, understood, and agreed to these Terms.

1. Scope of Services

1.1 Service Functionality

Proofmarked provides a cloud-based platform for cybersecurity and trust verification. The Service enables Clients to verify and showcase their legitimate online presence through tools such as domain/URL allowlisting, browser-based trust indicators, and trademark or brand ownership verification. These tools are designed to reduce the risk of digital fraud by helping distinguish the Client's genuine websites or communications from imposters, thus protecting both the Client's brand and its audience from impersonation, phishing, and related threats.

1.2 Business-to-Business-to-Consumer

The Proofmarked platform operates exclusively on a B2B2C basis. We contract with and provide services solely to business entities ("Clients"), not to individual consumers. Any benefits seen by consumers result from the Client's use of the platform, not from a direct relationship between Proofmarked and those end-users.

1.3 Client Responsibility for End-Users

The Client is solely responsible for its end-users' access to and interaction with its own websites, systems, or services, including where Proofmarked's technology is implemented. Clients must ensure that any use of Proofmarked by or on behalf of their end-users complies with applicable laws and these Terms. Proofmarked does not provide direct support or services to the Client's end-users; any end-user inquiries regarding the trust signals or related features should be handled by the Client's support team, with Proofmarked's assistance only if technical platform issues need to be addressed.

1.4 Clarification for End-Users

If you are an end-user viewing Proofmarked-related content or browser extensions, please note that your experience and any data collected are controlled by our Client. Proofmarked processes such data only on the Client's behalf, and in accordance with its instructions.

2. Accounts and Authorized Access

2.1 Account Registration

Access to the Proofmarked platform may require the Client to register an account. All information provided during registration must be accurate, complete, and kept current at all times.

2.2 Authorized Access Only

Only individuals formally authorized by the Client (such as its employees, contractors, or representatives) may access and use the Client’s account. The Client may assign multiple authorized users under its account. If the Client has entered into a separate agreement with Proofmarked that permits use of the Services by third parties under the Client’s management, such users may include individuals designated in that context. The Client remains fully responsible for all actions performed under its account, including those carried out by such designated users. Proofmarked shall not be liable for any unauthorized or improper use of the Services by third parties granted access under the Client’s account, including where such third parties are given access by the Client without due authority. The Client is solely responsible for managing access to its account and for ensuring that all users granted access are duly authorized. Any loss, dispute, or liability resulting from such access shall be the exclusive responsibility of the Client.

2.3 Credential Security

The Client is solely responsible for maintaining the confidentiality of its login credentials. Any activity conducted through the account will be deemed authorized by the Client.

2.4 Incident Notification

The Client must promptly notify Proofmarked of any known or suspected unauthorized access, use, or compromise of its account or credentials.

2.5 Client Liability for Misuse

The Client is liable for any misuse of the platform resulting from failure to maintain the confidentiality of access credentials, including misuse by its personnel or third parties who gained access through the Client's systems.

2.6 Suspension of Access

Proofmarked reserves the right to suspend or disable the Client's account access if we have reasonable grounds to believe there has been unauthorized use or a violation of these Terms, or if a security compromise is suspected. In such cases, where feasible, Proofmarked will notify the Client and may allow a short period to resolve the issue. However, if the situation is urgent or poses a risk, Proofmarked may suspend access immediately to protect the integrity of its Services and other users.

3. Permitted Use of the Platform

3.1 License Grant

Subject to the Client’s compliance with this Agreement and payment of all applicable fees, Proofmarked grants the Client, for the term of the applicable Order Form, a limited, non-exclusive, non-transferable (except as permitted in Section 12.3), non-sublicensable, and non-resellable license to use Proofmarked’s Intellectual Property Rights, including patented and copyrighted software, API’s and other protected technology, as incorporated in the Services, solely for the Client’s internal business purposes. Any resale, sublicense, or provision of access to third parties is strictly prohibited unless explicitly authorized in writing by Proofmarked in the applicable Order Form or another separate agreement.

3.2 Scope of Use

The Client may use the Platform only to deploy, operate and manage Proofmarked's trust signals (including browser extensions, embedded scripts and integrations) in connection with the Client's own systems and services, and only as permitted by these Terms and the applicable Order Form (if any). The Client must not use the Platform for any other purpose, including to develop, benchmark, reverse engineer or create competing products or services. Users may submit reports through the Platform regarding content, actors or activities flagged as suspicious or non-compliant. Proofmarked may, in its discretion and in accordance with its policies, take appropriate measures in response, including blocking, restricting or removing trust signals, integrations or access to the Platform.

3.3 Authorized Users

The Client may allow its employees and contractors to access and use the Platform on its behalf, provided such persons are properly authorized and comply with these Terms and any usage policies communicated by Proofmarked.

3.4 Restrictions

Except as expressly permitted, the Client shall not sublicense, lease, resell, or make the Platform available to third parties, nor use it to provide services to third parties without Proofmarked's prior written authorization.

3.5 Reservation of Rights

All rights not expressly granted herein are reserved by Proofmarked.

4. Acceptable Use and Restrictions

We expect all Clients to use Proofmarked in a professional and lawful manner consistent with its intended purpose of enhancing digital trust. You agree not to, and not to allow any third party (including your end-users) to do, any of the following:

(a) Illegal or Fraudulent Use: Use the Proofmarked services for any unlawful, deceptive, or fraudulent activities, or in a manner that facilitates crime or violates any applicable law. Using the platform to mislead end-users or impersonate others (other than as intended for legitimate verification purposes) is strictly prohibited.

(b) Abusive Behaviour: Input or transmit any content through the platform that is harmful, offensive, defamatory, or that infringes on anyone's rights. You shall not use Proofmarked to harass, threaten, or violate the privacy or rights of any person.

(c) Interference with the Service: Attempt to interfere with or disrupt the integrity or proper working of the Proofmarked platform. This includes not introducing viruses or malicious code, and not launching any form of attack or excessive automated queries that burden the system.

(d) Unauthorized Access: Attempt to gain unauthorized access to any portion of the platform or its underlying systems. Similarly, you must not assist or permit any others to do so.

(e) Reverse Engineering and Copying: Copy, modify, decompile, reverse-engineer, or create derivative works of any part of our software or services, except to the extent expressly allowed by law or authorized in writing by Proofmarked. Removing or obscuring any proprietary notices on the platform interface or outputs is also prohibited.

(f) Exceeding Authorized Use: Use the services beyond the scope or volume authorized in your Order Form or plan (for example, adding domains, users, or other usage beyond agreed limits). You agree not to misuse any provided code or browser extensions; any implementation of Proofmarked's tools should follow our integration guidelines.

Proofmarked may suspend or terminate your access to the platform (in whole or part) if we determine that you or your end-users have violated these restrictions, or if your use poses a security risk or could subject us or others to liability. We will, where feasible, provide notice and an opportunity to remedy the violation; however, in severe cases, we reserve the right to suspend or terminate access immediately.

5. Client Responsibilities

5.1 Cooperation and Implementation

You agree to cooperate with Proofmarked as needed to deliver the services. This includes providing timely and accurate information for onboarding and maintaining any technical integrations. You are responsible for configuring and using the platform in a manner that aligns with your business requirements and security policies.

5.2 Data and Materials Provided

Any data, content, logos, trademarks, domain details, or other materials you provide to Proofmarked in connection with the services ("Client Materials") must be lawfully obtained and accurate. You retain ownership of your Client Materials at all times. By providing them to Proofmarked, you grant us a limited license to use, reproduce, and process those materials solely for the purpose of delivering the services and as otherwise instructed by you. For example, you authorize Proofmarked to display your verified brand name or logo to end-users as a trust indicator and to use your supplied information to verify authenticity. You also permit us to identify you as a customer (using your name and logo) in our client lists or marketing materials, unless you request in writing that we refrain. You represent and warrant that you have all necessary rights and permissions to provide the Client Materials to Proofmarked and to allow us to use them for these purposes, and that no Client Materials (including any personal data you provide) will infringe upon any third-party rights or violate any laws.

5.3 Compliance and End-User Obligations

You are responsible for your own customers and end-users in connection with the use of Proofmarked's services. You must ensure that your end-users' activities on your verified sites or services comply with applicable laws and these Terms. If you become aware of any misuse of Proofmarked's trust signals or any security incidents, you should promptly report it to Proofmarked through our phishing report system or support channels. It is also your responsibility to provide appropriate disclosures or notices to your end-users about the use of Proofmarked as required by law or your internal policies. Proofmarked has no direct user support obligation to your customers; you will field any inquiries from end-users regarding the trust indicators or related aspects, and involve us when technical assistance is needed on the platform side.

6. Data Privacy and Protection

6.1 Roles of the Parties

In the context of any personal data processed through the Proofmarked platform, the Client is deemed the "data controller" and Proofmarked acts as a "data processor" on the Client's behalf. This means you determine the purposes and means of processing your end-users' personal data, and Proofmarked will only process such data in accordance with your documented instructions and as necessary to provide the services. We will not use your end-user data for our own independent purposes. Proofmarked's processing of personal data is further governed by our Data Processing Agreement (DPA) in compliance with Article 28 of the EU General Data Protection Regulation (GDPR), which is incorporated by reference. In the event of any conflict between these Terms and the DPA regarding data protection matters, the DPA will prevail.

6.2 Compliance with Laws

Both you and Proofmarked will comply with applicable data protection laws, including the GDPR, in relation to personal data processed under these Terms. You, as the controller, are responsible for ensuring that you have a valid legal basis for processing and sharing any personal data of individuals with Proofmarked.

6.3 Client's Duties

You must obtain any necessary consent from data subjects and provide any required notices before uploading or sharing their personal data with Proofmarked. By using our service, you represent that any personal data you provide to us has been collected and is being shared in compliance with applicable laws. Proofmarked is entitled to rely on your instruction and representation that the data you provide is lawfully collected and that you are authorized to have us process it. You shall not upload any personal data that is not needed for use of the services or that you are not authorized to process. If the nature of data you send to Proofmarked requires specific safeguards, you must inform us in advance and ensure such transfer is agreed in the DPA or Order Form.

6.4 Proofmarked's Duties

We will implement and maintain appropriate technical and organizational security measures to protect Client Materials and personal data in our possession against unauthorized access, loss, or disclosure. These measures follow industry standards and are designed to ensure a level of security appropriate to the risk. All Proofmarked personnel or approved subprocessors who handle your data are bound by confidentiality and data protection obligations. We will not knowingly allow any unauthorized third party to access your data, and we will only engage subprocessors under written agreements that impose equivalent data protection obligations. A list of current subprocessors may be provided as part of our DPA or Privacy Policy.

6.5 Data Incidents

In the unfortunate event that we become aware of a data breach involving your personal data, Proofmarked will notify you without undue delay. Our notification will include known relevant details to assist you in meeting any reporting obligations to authorities or individuals. We will promptly investigate the incident and take reasonable steps to mitigate it and prevent further unauthorized access. You acknowledge that, as the controller, you are responsible for complying with any breach notification laws applicable to you, but we will assist you with information and cooperation as reasonably required.

6.6 International Transfers

If Proofmarked needs to transfer personal data to outside the European Economic Area ("EEA") as part of providing the service, we will ensure that such transfer complies with GDPR requirements. Details of any routine international data transfers will be documented in the DPA or Privacy Policy. We will work with you to implement additional safeguards if required by changes in law or specific nature of the data.

6.7 Privacy Policy

Use of the Proofmarked website and any free browser extension is also subject to our published Privacy Policy (available on our site), which explains how we collect and use data (including some business contact data or technical telemetry) outside of this processor relationship. That Privacy Policy is for informational purposes and does not modify these Terms, but we encourage you to review it to understand our overall data handling practices.

7. Intellectual Property Rights

7.1 Proofmarked IP

All rights, title, and interest in and to the Proofmarked platform, services, software, and underlying technology belong exclusively to Proofmarked and its licensors. These are protected by intellectual property laws. Except for the limited usage rights expressly granted to you in these Terms or your MSA, you are not granted any license or rights to our intellectual property. In particular, you have no rights to use the Proofmarked name, logos, or trademarks except as permitted and you shall not remove or alter any Proofmarked branding that we include in the service outputs. We reserve all rights not expressly granted. If you give feedback or suggestions to Proofmarked about the service, we may use such feedback freely and incorporate it into our services with no obligation to you. Any improvements resulting from your feedback are owned by Proofmarked.

7.2 Client IP

You retain ownership of all Client Materials, including your trademarks, logos, content, and data. By using the service, you grant Proofmarked a non-exclusive, royalty-free license to use your Client Materials only as needed to provide the services to you. Proofmarked will not use your materials for any other purposes without your consent. Additionally, you agree that Proofmarked may reference you as a client by name and logo in its marketing or promotional materials, unless you opt out in writing. Each party shall respect the other's intellectual property rights: we acknowledge that we obtain no ownership of your content or marks, and you acknowledge that you obtain no ownership of our platform or marks. Neither party will use or reproduce the other's trademarks or protected works except as allowed by these Terms or with prior permission.

7.3 Third-Party Components

The Proofmarked platform may include certain third-party software components or integrations. Where such third-party components are used, they are subject to their own license terms. Proofmarked will provide attribution or license information for open-source components upon request or as required by those licenses. Those components are provided "as is" by their original licensors, without warranties from Proofmarked, and we disclaim liability for issues attributable solely to those third-party components. That said, any such inclusion does not materially change our obligations to you under these Terms; we remain responsible for the overall service functionality as outlined in our agreement.

8. Confidentiality

8.1 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. This includes, without limitation:

1. For the Client: Client Data and business information, including any personal data of end-users provided through the Platform.
2. For Proofmarked: non-public elements of the Platform, pricing, algorithms, technical documentation, and know-how.

8.2 Confidentiality Obligations

Each party agrees to:

(a) use the other party's Confidential Information solely to fulfil obligations or exercise rights under the Agreement;

(b) not disclose such Confidential Information to any third party without prior written consent, except as permitted under these Terms; and

(c) implement reasonable safeguards to protect the confidentiality of such information, using measures at least as protective as those used to protect their own confidential materials.

8.3 Exclusions

The obligations above do not apply to information that the Receiving Party can demonstrate:

(a) was lawfully known to it before disclosure by the Disclosing Party;

(b) was independently developed without reference to the Confidential Information;

(c) was obtained from a third party without breach of confidentiality obligations; or

(d) became publicly available through no act or omission of the Receiving Party.

8.4 Compelled Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it will, to the extent legally permissible, notify the Disclosing Party in advance to permit the Disclosing Party to seek protective measures.

8.5 Duration of Confidentiality

These confidentiality obligations remain in force during the term of the Agreement and for a period of at least three (3) years following termination or expiration, or indefinitely with respect to trade secrets or personal data, as required by law or applicable data protection agreements.

8.6 Personal Data

Proofmarked will treat all personal data processed on behalf of the Client as strictly confidential and in accordance with applicable data protection laws.

9. Disclaimers of Warranties

9.1 Platform Provided "As is"

The Proofmarked platform and all related services are provided on an "as is" and "as available" basis. Proofmarked disclaims all warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement, to the maximum extent permitted by law.

9.2 No Guarantee of Perfect Performance

While Proofmarked commits to delivering services with reasonable care and skill, it does not warrant that the platform will be free from errors, interruptions, or vulnerabilities. The Client acknowledges that Proofmarked is a risk-reduction and trust-enhancing tool, not a guarantee of security. All decisions made based on platform outputs are the Client's sole responsibility.

9.3 Trust Indicators and Verification Limitations

Any verification status or trust indicator provided through the platform is based on available data, Client inputs, and Proofmarked's internal algorithms at a given time. Proofmarked does not guarantee that such indicators will always be accurate or remain valid over time. Clients must maintain independent security protocols.

9.4 No Regulatory or Legal Compliance Warranties

Proofmarked does not warrant that use of the platform will ensure the Client's compliance with any specific laws, regulations, or industry standards. The Client is solely responsible for determining its own legal obligations and ensuring compliance.

9.5 Beta Features

Any beta, trial, or pre-release features made available to the Client are provided "as is," without warranty. Proofmarked may modify or withdraw such features at any time and assumes no liability for their use.

9.6 Third-Party Dependencies

Proofmarked is not responsible for the availability, performance, or accuracy of third-party services or systems that the platform may interact with. No warranties are made regarding any third-party components or integrations.

9.7 Legal Limits on Disclaimers

Some jurisdictions do not permit the exclusion of certain warranties. Nothing in this Clause shall exclude any warranty that may not be lawfully disclaimed under applicable law. However, these Terms apply strictly in a business-to-business context; consumer protection laws do not apply.

10. Limitation of Liability

10.1 Exclusion of Indirect Damages

To the maximum extent permitted by law, neither Proofmarked nor the Client shall be liable to the other for any indirect, special, incidental, consequential, or punitive damages. This includes, without limitation, loss of profits, revenue, goodwill, data, or business opportunities, regardless of the legal theory, and even if advised of the possibility of such damages.

10.2 Cap on Damages

Except as provided below, each party's total cumulative liability to the other for any and all claims arising out of or relating to these Terms shall be limited as follows: a) To the extent that Proofmarked is held liable for damages arising out of or in connection with these Terms and such liability is covered by Proofmarked's applicable insurance policies; b) Proofmarked's liability shall be limited to the amounts recoverable under such insurance coverage. To the extent that any such liability is not covered by Proofmarked's insurance, Proofmarked's total liability shall not exceed €5,000 (five thousand euros) in the aggregate. This limitation applies across all claims and does not reset with multiple events or claim periods.

10.3 Exceptions to Limitation

The limitations and exclusions set forth above shall not apply to:

(a) breaches of confidentiality or data protection obligations, to the extent resulting in actual damages (as further governed by the MSA or DPA);

(b) intentional misconduct or wilful breach;

(c) any liability that cannot be legally limited under applicable law; and

(d) indemnification obligations expressly assumed by either party under these Terms or any applicable agreement.

10.4 Duty to Mitigate and No Double Recovery

Each party agrees to take reasonable steps to mitigate any losses or damages arising out of or related to these Terms. The parties also agree not to pursue duplicative recovery under multiple legal theories or agreements for the same underlying harm.

11. Indemnification

11.1 Client Indemnity

The Client agrees to defend, indemnify, and hold harmless Proofmarked, its affiliates, officers, directors, and employees against any third-party claims, demands, actions, damages, losses, liabilities, costs, or expenses (including reasonable legal fees) arising out of or related to:

(a) the Client's breach of these Terms or applicable laws;

(b) any Client Materials submitted, including claims that such materials infringe third-party rights or were shared without proper authorization;

(c) any misuse of the services by the Client or its end-users, including use that is unlawful or infringes the rights of others.

11.2 Proofmarked Indemnity

Proofmarked shall defend and indemnify the Client and its authorized representatives against any third-party claims alleging that the services, as provided by Proofmarked and used in accordance with these Terms, infringe intellectual property rights. In the event of such a claim, Proofmarked may, at its discretion:

(a) secure the Client's continued right to use the services;

(b) modify or replace the affected services to avoid infringement; or

(c) if neither option is commercially feasible, terminate the affected services and refund any prepaid fees for the unused portion of the term.

11.3 Exclusions from Proofmarked's Indemnity

Proofmarked shall have no obligation to indemnify where the claim arises from:

(a) misuse or unauthorized modification of the services;

(b) use of the services in combination with third-party products or services not provided by Proofmarked; or

(c) Client Materials or instructions supplied by the Client.

11.4 Procedure

The indemnified party shall promptly notify the indemnifying party of any claim, allow the indemnifying party to control the defence and settlement, and provide reasonable cooperation. The indemnifying party may not settle a claim without prior written consent of the indemnified party if the settlement imposes any obligation or admission on the indemnified party. The indemnified party may participate in the defence with counsel of its choice at its own cost.

11.5 Exclusive Remedy

This Clause sets out each party's sole and exclusive remedy with respect to third-party claims covered by this indemnification.

12. Term and Termination

12.1 Commencement and Duration

These Terms take effect when the Client first accesses the Platform or otherwise accepts them and remain in force for as long as the Client uses the Proofmarked services. If a defined subscription term is set forth in an Order Form, that term applies.

12.2 Termination by the Client

The Client may terminate access to the services by written notice to Proofmarked or via the account interface. Any such termination is subject to the minimum term, notice period, and early termination consequences set out in the applicable Order Form or MSA. Fees for fixed-term subscriptions may remain payable unless termination results from Proofmarked's material breach.

12.3 Termination or Suspension by Proofmarked

Proofmarked may terminate or suspend the Client's access to the Platform:

(a) for material breach of these Terms or the MSA, if not cured within a reasonable period after notice;

(b) immediately, for serious violations such as willful misuse, non-payment, or use for unlawful purposes;

(c) if required to comply with applicable laws or sanctions, or where continued performance becomes legally or technically impossible;

(d) for persistent non-payment after notice and opportunity to cure.

12.4 Effect of Termination

Upon termination or expiration:

(a) the Client's right to access and use the Platform ceases immediately;

(b) the Client must remove any Proofmarked scripts, integrations, or code from its environments;

(c) Confidential Information must be returned or deleted, except as otherwise permitted by law or required for legal compliance;

(d) Proofmarked will, upon request, return or delete the Client's personal data per the DPA and applicable law;

(e) any outstanding fees incurred prior to termination remain payable.

12.5 Data Retention and Aggregates

Proofmarked may retain anonymized or aggregated data that cannot reasonably identify the Client or its users, for legitimate business purposes such as analytics and service improvement.

12.6 Survival of Terms

Clauses relating to confidentiality, intellectual property, liability, indemnification, governing law, and any provisions that by their nature are intended to survive termination shall continue to apply after termination.

12.7 Accrued Rights

Termination shall not affect any accrued rights or obligations that existed before the date of termination.

13. Governing Law and Jurisdiction

13.1 Governing Law

These Terms shall be governed by and interpreted in accordance with the laws of Portugal, without reference to its conflict of law rules. In the event of a conflict, these Terms and Portuguese law shall prevail to the fullest extent permitted by law.

13.2 Jurisdiction

Any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Proofmarked platform shall be subject to the exclusive jurisdiction of the courts of Portugal, specifically the judicial district of Lisbon. Each party irrevocably submits to the jurisdiction of these courts and waives any objection based on forum non conveniens or lack of jurisdiction.

13.3 Interim Relief

Notwithstanding the previous term, either party may seek urgent interim or injunctive relief from any court of competent jurisdiction where such action is necessary to prevent immediate and irreparable harm, including to protect trade secrets, prevent data breaches, or stop intellectual property infringement.

13.4 Pre-Litigation Dispute Resolution

Before initiating formal legal proceedings, the parties shall attempt to resolve any disputes through good-faith discussions.

13.5 Costs

Each party shall bear its own legal and administrative costs associated with dispute resolution, except as otherwise determined by the competent court.

14. Miscellaneous

14.1 Changes to Terms

Proofmarked may update or modify these Terms from time to time to reflect changes in services, applicable laws, or business practices. Material changes will be communicated with reasonable advance notice. The revised Terms will take effect upon the indicated date. Continued use of the Platform after that date constitutes acceptance. Clients under a current MSA or subscription are, if materially adversely affected, entitled to terminate the service without penalty, until the date when the new Terms will take effect.

14.2 No Third-Party Beneficiaries

These Terms create rights and obligations solely between Proofmarked and the Client. No third party, including any end-user of the Client, has any rights or standing to enforce or benefit from these Terms.

14.3 Assignment

The Client may not assign or transfer its rights or obligations under these Terms without prior written consent from Proofmarked, which shall not be unreasonably withheld. Any unauthorized assignment is void. Proofmarked may assign these Terms to an affiliate or successor in the event of merger, acquisition, or asset transfer, provided such assignment does not reduce Client protections. Proofmarked may also delegate obligations to subcontractors as permitted.

14.4 Entire Agreement

These Terms, along with any applicable MSA, Order Forms, DPA, and referenced policies, constitute the full agreement between the parties with respect to Platform use. They supersede all prior agreements, representations, or understandings. In case of conflict, the following order of precedence applies: (i) executed MSA, (ii) DPA (as to data), (iii) signed Order Forms, (iv) these Terms, and (v) referenced policies. Terms in purchase orders or other documents not signed by Proofmarked are void unless expressly accepted.

14.5 Severability

If any provision of these Terms is found invalid or unenforceable, it shall be enforced to the maximum extent permitted or severed, and the remainder will continue in full force. The parties agree to replace any invalid provision with one that best reflects its purpose and commercial intent.

14.6 No Waiver

Failure to enforce any provision shall not be deemed a waiver. A waiver must be in writing and signed by the waiving party to be valid and applies only to the specific instance expressly waived.

14.7 Force Majeure

Neither party shall be liable for failure or delay in performance (excluding payment obligations) due to causes beyond reasonable control, including natural disasters, governmental acts, war, terrorism, civil unrest, labour disruptions, internet outages, or other force majeure events. The affected party must notify the other and use reasonable efforts to resume performance promptly.

14.8 Notices

Legal notices must be sent in writing to the addresses specified in the MSA, Order Form, or client records. Notices are effective when delivered by hand, confirmed email (not bounced), certified mail, or courier. Routine communications may occur via email or platform messaging.

14.9 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship. Neither party may bind the other without written authorization.

14.10 Governing Language

These Terms are written in English, which the parties agree is the governing language. If translated, the English version shall control in case of conflict.

15. Contact Us

If you have any questions about these Terms, the use of the Platform, or wish to send a legal notice, please contact Proofmarked using the details below:

ProofMarked, Lda.

Rua João Saraiva, N.º 38 1700-250 Lisboa

E-mail: legal@proofmarked.com

Contact Form: Here

For notices under these Terms, including legal or contractual communications, please use the contact channels above and clearly indicate the subject line.

By accessing or using the Proofmarked Platform, the Business User acknowledges that they have read, understood, and fully accepted these Terms and Conditions.

Proofmarked thanks you for your trust and hopes the use of its Platform contributes positively to your organization’s digital security and brand protection goals.