Terms of Service

1. Acceptance of Terms

By accessing or using the Provenance platform ("Service"), operated by Provenance XL, Inc. ("Company," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Service. By creating an account, you represent that you have the authority to enter into these Terms on behalf of yourself or the organization you represent.

2. Description of Service

Provenance is a document versioning and review platform designed for finance professionals. The Service enables users to upload, track, review, and manage versions of Excel workbooks ("Checkpoints"), collaborate through structured review workflows, and maintain auditable records of changes and approvals.

3. Account Registration and Security

To use the Service, you must create an account and provide accurate, current, and complete information. You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You must notify us immediately of any unauthorized use of your account. We reserve the right to suspend or terminate accounts that violate these Terms.

4. User Responsibilities

You agree to:

• Use the Service only for lawful purposes and in compliance with applicable laws and regulations.
• Not upload content that infringes third-party intellectual property rights.
• Not attempt to gain unauthorized access to the Service, other accounts, or related systems.
• Not interfere with or disrupt the integrity or performance of the Service.
• Not reverse-engineer, decompile, or disassemble any aspect of the Service.
• Maintain the confidentiality of any data accessed through the Service that belongs to your organization.

5. Intellectual Property

The Service, including its design, features, and documentation, is owned by Provenance XL, Inc. and protected by intellectual property laws. You retain ownership of all content you upload to the Service. By uploading content, you grant us a limited license to host, store, process, and display your content solely to provide and improve the Service.

6. Data Handling and Privacy

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and protect your information. By using the Service, you consent to our data practices as described in the Privacy Policy.

7. Service Availability and Modifications

We strive to maintain high availability but do not guarantee uninterrupted access to the Service. We may modify, suspend, or discontinue features of the Service at any time with reasonable notice. We will make commercially reasonable efforts to notify users of material changes.

8. Subscription and Payment

Access to certain features may require a paid subscription. Payment terms, billing cycles, and pricing will be communicated at the time of purchase. All fees are non-refundable unless otherwise stated. We reserve the right to modify pricing with 30 days' advance notice.

9. Limitation of Liability

To the maximum extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, arising out of or related to your use of the Service. Our total liability for any claim arising from these Terms shall not exceed the amount you paid us in the twelve (12) months preceding the claim.

10. Disclaimer of Warranties

The Service is provided "as is" and "as available" without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be error-free or that defects will be corrected.

11. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, or expenses arising from your use of the Service, your violation of these Terms, or your violation of any third-party rights.

12. Termination

Either party may terminate this agreement at any time. We may suspend or terminate your access to the Service immediately if you breach these Terms. Upon termination, your right to use the Service ceases, but provisions that by their nature should survive termination will remain in effect. We will provide a reasonable period for you to export your data before permanent deletion.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes arising under these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, conducted in Delaware. Either party may seek injunctive relief in a court of competent jurisdiction.

14. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by posting the revised Terms on the Service and updating the "Last updated" date. Your continued use of the Service after changes become effective constitutes acceptance of the revised Terms.

15. Contact

If you have questions about these Terms, please contact us at support@provenancexl.com.