Terms and Conditions

1. Definitions.

"Complete Calls"	means all those calls when the Third Party has picked up the phone and its duration exceeds one second.
"Content"	means the information, graphics and other material on the Web Site.
"Intellectual Property"	means intellectual property of every sort, whether or not registered or registrable in any country, including intellectual property of kinds coming into existence after today; and including, among others, patents, trade, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions.
"Price(s)"	means charges for the Services as displayed on the Web Site. The Price is charged by debiting the ProveOut Credits from your account.
"Proveout Credits"	means the unit value as credited to you in terms of US dollars for depositing money into your account with us for availing our Services.
"Services"	means all or any service as mentioned on the Web Site.
"System"	means the telephone verification system comprising of computers, servers, technology and programs as used by us to provide the Services to the Client.
"Third Party"	means your client.
"Verification Call"	means the process followed by us to check the correctness of the contact number as quoted by the Third Party and includes the following call types: Call type 1, where having connected with the Third Party, the System plays a greeting message, dictates a certain digital PIN code and asks the Third Party to enter this PIN code by using their phone keypad; Call type 2, where having connected with the Third Party, the System plays a greeting message and asks the Third party to enter the PIN code that is presented on your web site by using their phone keypad; Call type 3, where having connected with the Third Party, the System plays a greeting message, dictates a certain digital PIN code and asks the Third Party to enter this PIN code on your web site; Call type 4, where having connected with the Third Party, the System plays a greeting message and asks the Third Party to enter the PIN code which is presented on your web site by using its phone keypad. Upon obtaining PIN code the System compares the PIN codes and informs the Third Party about the verification result by playing a corresponding recorded message. Call type 5, where the Third Party calls the System. We provide a phone number upon your request, Third Party dials the provided phone number and upon establishing a connection listens to the voice menu and enters required data using their phone keypad.
"Web Site"	means www.proveout.com
"we", "us", "ProveOut.com", etc	means ProveOut.com and includes our employees, officers, agents and shareholders. Where the context permits it also includes any business company or individual who shares an interest in the Services on the Web Site. Without limitation, it includes any subsidiary or associated company of ours, together with any licensor, affiliate, or network partner.
"you" "yours" etc	means you, being a company, firm or other legal entity who has subscribed to us as a member for availing our Services for a Price.

2. Our contract.

These terms and conditions regulate the relationship between ProveOut.com, the trading website of Lommeks Systems Limited, and you for verification of information provided by you about the Third Party. The purpose of these Services is to protect you from frauds committed by any person during registration of orders or conclusion of any online business transaction. By subscribing to our Services for a Price, you agree to be bound by these terms and conditions.

3. Price and payment.

3.1 The Prices are based on the destination of the Completed Calls and nature of the Services. You are allotted ProveOut Credits against the money deposited by you. The value of all the Completed Calls is debited against the ProveOut Credits in your account maintained by us.

3.2 There is also the facility of recording the voice of the Third Party in all types of the Verification Calls. Both, the verification and voice recording can be done within a single call and at the same Price.

3.3 We reserve the right to change the Price on seven day's notice to you.

3.4 The Prices may be different due to our policies regarding discounts, special offers and bonuses offered to various parties in the same or different geographical locations.

3.5 All monies paid by you to us are non-refundable and cancellation and/or termination of these terms and conditions by you or us at any time for any reason will not entitle you to a refund of money paid.

3.6 You agree to maintain a minimum balance of the ProveOut Credits with us as mentioned in the Schedule placed at the end of these terms and conditions. When the ProveOut Credits in your account fall below this minimum level, you agree to add funds to your account in order to continue availing uninterrupted Services as we charge on a pre-paid basis.

3.7 When a Verification Call is initiated, we hold the amount of ProveOut Credits that equal to one Verification Call to a specific destination. If the call is a Complete Call, we debit the amount that was held. If the call's status is 'failed' we won't debit your account and return the sum that was held.

3.8 You will pay all sums due to us under these terms and conditions by the means specified on the Web Site without any set-off, deduction or counterclaim.

4. Changes to terms.

We may change these terms from time to time. The terms that apply to you are those posted here on our Web Site on the day you order for the Services. It may be useful to print a copy now. Your continued use of the Services after such change or modifications shall be deemed an acceptance by you to be bound by the modified terms. It will be your responsibility to check our Web Site for updated terms from time to time.

5. Your obligations and responsibilities.

You expressly undertake and agree that:

5.1 You will give us true and correct information about you and the Third Party for availing the Services;

5.2 The Services are provided to you on an exclusive basis and you will not resell the Services or permit anyone else to avail them whether by using your access id and password or in any other manner. You must notify us immediately, via email about your stolen password;

5.3 You have asked the Third Party for permission to call them via our automated calling service via an integrated automated voice authorization system. You may not use this service for telemarketing purposes;

5.4 You use the Services at your sole risk and we expressly disclaim any direct or indirect liability as a consequence of such usage such as violation of the law of that country where the call is processed, mistakes or negligence on your part, wrongly specifying the contact number or the System taking longer than the usual time to process your request etc.;

5.5 You will place our logo and provide information on your site that the telephone verification service is provided by www.proveout.com;

5.6 You agree that any free test Service may be subject to such conditions as we may impose, from time to time;

5.7 You will indemnify us against any claim or demand, including reasonable lawyer's fees, made by any person due to or arising, directly or indirectly, out of your use of the Services and the breach or violation of these terms.

6. Refusal or interruption to the Services.

6.1 We reserve the right, at our own discretion, to limit, refuse or interrupt the Services without any explanation.

6.2 You acknowledge that the Services may also be interrupted for reasons beyond our reasonable control such as a System failure or unexpected technical work on the server. We are not expected to give prior notice for such an interruption.

6.3 There will be no reimbursement or returns of money equivalent to the ProveOut Credits in your account in case of refusal or interruption of the Services.

6.4 You agree that we are not liable to you for any loss whether foreseeable or not, arising as a result of refusal or interruption of the Services.

7. Our liability.

7.1 Your use of the Services is without any warranty or guarantee and at your sole risk. We expressly disclaim any warranty, whether expressed or implied relating to identity verification, fraud detection and including but not limited to that of merchantability, fitness for a particular purpose or uninterrupted availability of our Services.

7.2 You are advised that the Content may include technical inaccuracies or typographical errors.

7.3 The Web Site may contain links to other Internet web sites, refer to other companies and their products etc. We have neither power nor control over any such information or web sites. You acknowledge and agree that we shall not be liable in any way for the Content of any such linked web site, nor for any loss or damage arising from your use of any such web site.

7.4 We shall not be liable for any special, indirect or consequential damages, resulting from loss of use, loss of data or loss of revenues or profits, whether in an action or otherwise in any event, arising out of or in connection with your use of the Services, caused without any negligence or default nn our part.

7.5 We do not guarantee that the call will be replied by the Third Party.

7.6 We do not manage your account or configure its settings unless requested via email or fax.

8. Intellectual property.

Intellectual Property created during these terms and conditions belongs to us and you agree to assign all interests to us and to execute any document necessary to give effect to such intellectual property right.

9. Termination and matters after termination.

9.1 These terms and conditions will continue unless terminated:

  9.1.1 By 1 month notice in writing by either party to the other; or

  9.1.2 By us if we determine at our sole discretion that your site is or has become unsuitable. Unsuitable sites may include those that are aimed at children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities, or violate intellectual property rights; or

  9.1.3 On 14 days notice by us if you fail to maintain the minimum number of ProveOut Credits as required in paragraph 3.6 within 7 days from its due date; or

  9.1.4 Immediately by either party if the other commits any material breach of any term of these terms and conditions and which, in the case of a breach capable of being remedied, is not remedied within 30 days of a written request to remedy it; or

  9.1.5 Immediately by either party if a trustee, receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration or bankruptcy order (otherwise than for the purpose of an amalgamation or reconstruction).

9.2 Upon termination under this paragraph, we will disable your access to our Services and you will immediately remove our logo from your site (as required under paragraph 5.5).

10. Delivery of Communications.

10.1 Being an online business, all our transactions with you shall be delivered electronically. By using our services, you consent to receive electronically any notices, agreements, documents and other communications. You agree that we generally can send any or all of these to you:

  10.1.1 using the e-mail address that you provided us during registration; or

  10.1.2 on a welcoming screen you see on our Website after your registration for the Services.

10.2 You agree that Services may also have their own notice procedures. You must check your designated e-mail address regularly for notices. You can retrieve an electronic copy and a printable version of the terms of Service by clicking on the "Terms and Conditions" link on our Website. The delivery of any communication from us to you is effective when sent by us electronically, regardless of the time you actually receive it. Your only method of withdrawing consent to receive communications from us electronically is to terminate any subscriptions, services or other products provided under these terms and conditions.

11. Severability.

If any of these terms are at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

12. Affiliate Program.

ProveOut.com offers a comprehensive affiliate program the details of which are available in the Partnership area. Affiliate types and payment terms are governed by the terms contained on the page following this link whereas the general matters regarding our relationship with affiliates are governed by the terms contained in these terms and conditions.

13. No Waiver.

No waiver by us, in exercising any right shall operate as a waiver of any other right or of that same right at a future time; nor shall any delay in exercise of any power or right be interpreted as a waiver.

14. Dispute Resolution.

In the event of a dispute arising out of or in connection with the terms of these terms and conditions between you and us, then you agree to attempt to settle the dispute by engaging in good faith with us in a process of mediation before commencing arbitration or litigation.

15. Jurisdiction.

These terms and conditions shall be interpreted according to the Laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts.