Terms of Use

These Terms of Use (the "Terms") govern your access to and use of the website located at www.provenfinancials.com and any subdomains (the "Site"), which is operated by Proven Financials, Inc., a Delaware C Corporation with its principal place of business at 15210 Fitzhugh Road, Austin, Texas 78736 ("PROVEN," "we," "us," or "our"). By accessing or using the Site, you agree to be bound by these Terms. If you do not agree, do not use the Site.

These Terms apply to your use of the Site only. They do not govern any commercial engagement between PROVEN and a client; such engagements are the subject of separate written agreements.

1. About PROVEN and the Site

PROVEN is an institutional financial infrastructure company. We build source-verified financial reconstruction for institutional investors, including private equity, venture capital, and private credit.

The Site is an informational resource describing PROVEN, its approach, and the services it offers to institutional counterparties. It is intended for business and professional audiences.

2. Informational purpose only

The Site, and all content made available through it, is provided for general informational purposes only. Nothing on the Site constitutes, or should be construed as:

— investment, financial, accounting, auditing, tax, or legal advice;
— an offer to sell, or a solicitation of an offer to buy, any security or financial instrument;
— an audit, attestation, certification, fairness opinion, or regulated financial opinion;
— a recommendation with respect to any specific transaction, investment, or portfolio decision; or
— any representation about the performance of any investment or investment strategy.

PROVEN is not a registered investment adviser, broker-dealer, auditor, or accounting firm. You should not act or refrain from acting on the basis of any content on the Site without seeking appropriate professional advice.

3. Eligibility

The Site is intended for use by persons who are (a) at least eighteen (18) years of age, and (b) accessing the Site for business or professional purposes. By using the Site, you represent and warrant that you meet these criteria.

4. Contact forms and submissions

The Site provides forms through which you may contact PROVEN — including a meeting-request form and a publication-notification form. When you submit information through any such form:

Accuracy. You agree to provide accurate, current, and complete information.

No confidential or sensitive information. Do not submit through the Site any information that is confidential, subject to a non-disclosure obligation, or that constitutes material non-public information, a trade secret, protected health information, or any special category of personal data. If you wish to share such information, contact us to establish an appropriate confidentiality framework first.

No commitment. Submission of a form does not create any obligation on PROVEN to respond, to engage, or to enter into any agreement. Commercial engagements are established only through separate written agreement.

Processing. Information submitted through the Site is processed in accordance with our Privacy Policy, available at www.provenfinancials.com/privacy.html.

5. Intellectual property

All content on the Site — including but not limited to text, graphics, logos, icons, images, audio, video, the PROVEN name, the PROVEN logo, the PROVEN shield mark, the tagline "Proven financials. Not reported ones.," the design and "look and feel" of the Site, and any compilations or arrangements of the foregoing (collectively, the "Content") — is the property of Proven Financials, Inc. or its licensors and is protected by United States and international copyright, trademark, trade dress, and other intellectual property laws.

Limited license. Subject to these Terms, PROVEN grants you a limited, non-exclusive, non-transferable, revocable license to access and view the Content for your personal, non-commercial, informational use. All other uses are prohibited without our prior written consent.

Prohibited uses. You may not, except as expressly permitted by these Terms or applicable law:

— copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, display, sell, or otherwise exploit the Content;
— use any robot, spider, scraper, or other automated means to access the Site or the Content;
— use the Site or the Content to train, fine-tune, or otherwise develop any artificial intelligence or machine-learning model;
— frame or mirror any part of the Site on another server or device without our prior written consent;
— remove, obscure, or alter any copyright, trademark, or other proprietary notice on the Site; or
— use the PROVEN name, logo, shield mark, or tagline in any manner that is likely to cause confusion, dilute our marks, or suggest sponsorship or endorsement that has not been granted.

6. Acceptable use

You agree not to, and not to permit any third party to:

— use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with another party's use of the Site;
— attempt to gain unauthorized access to any account, system, network, or data associated with the Site;
— probe, scan, or test the vulnerability of the Site or any connected system, or breach any security or authentication measures;
— introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
— use the Site for any unlawful, fraudulent, or deceptive purpose, or in violation of any applicable law or regulation; or
— use the Site to send or facilitate unsolicited communications, advertising, or other commercial solicitations.

7. Third-party links and content

The Site may contain links to third-party websites, services, or resources, including professional-networking platforms. Such links are provided for convenience only. PROVEN does not control, endorse, or assume responsibility for any third-party websites, services, or content, and your use of any third-party resource is at your own risk and subject to the terms and privacy practices of that third party.

8. Commercial engagements are separate

Nothing on the Site creates, or is intended to create, a commercial, advisory, fiduciary, or contractual relationship between you and PROVEN. Commercial engagements with PROVEN are established only through a separate written agreement executed by authorized representatives of both parties. In the event of any conflict between these Terms and the terms of a commercial engagement agreement, the commercial engagement agreement controls with respect to the subject matter it addresses.

9. Disclaimers

THE SITE AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVEN EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, COMPLETENESS, AND QUIET ENJOYMENT.

WITHOUT LIMITING THE FOREGOING, PROVEN DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SITE IS AT YOUR SOLE RISK.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PROVEN, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE — WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY — EVEN IF PROVEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVEN'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE WILL NOT EXCEED ONE HUNDRED US DOLLARS (US $100.00).

Some jurisdictions do not allow the limitation or exclusion of liability for certain damages, so the above limitations may not apply to you to the extent prohibited by law.

11. Indemnification

You agree to defend, indemnify, and hold harmless PROVEN, its affiliates, and their respective directors, officers, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your access to or use of the Site, (b) your violation of these Terms, or (c) your violation of any rights of any third party. PROVEN reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate with PROVEN in asserting any available defenses.

12. Suspension and termination

We may suspend or terminate your access to the Site at any time, with or without notice, for any reason or no reason, including if we believe you have violated these Terms. Sections that by their nature should survive termination — including Sections 5 (Intellectual property), 9 (Disclaimers), 10 (Limitation of liability), 11 (Indemnification), 13 (Governing law), 14 (Dispute resolution), and 16 (Miscellaneous) — will survive termination.

13. Governing law

These Terms and any dispute arising out of or related to them or to your use of the Site will be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.

14. Dispute resolution

Any dispute, claim, or controversy arising out of or relating to these Terms or to your use of the Site will be resolved in the state or federal courts located in Travis County, Texas, and you consent to the exclusive personal jurisdiction and venue of those courts.

15. Changes to the Site and these Terms

We may modify, suspend, or discontinue the Site or any portion of it at any time, without notice and without liability. We may also update these Terms from time to time. When we do, we will revise the "Last updated" date above. If we make material changes, we will take reasonable steps to notify you — for example, by posting a prominent notice on the Site. Your continued use of the Site following any update constitutes acceptance of the revised Terms.

16. Miscellaneous

Entire agreement. These Terms, together with the Privacy Policy and any other notices referenced on the Site, constitute the entire agreement between you and PROVEN with respect to the Site and supersede any prior or contemporaneous understandings.

Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force and effect.

No waiver. Our failure to enforce any provision of these Terms will not constitute a waiver of that provision or of any other provision.

Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. PROVEN may assign these Terms at any time without notice or consent.

No third-party beneficiaries. These Terms do not confer any rights or remedies on any person other than you and PROVEN.

Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.

Electronic communications. You consent to receive communications from us electronically, and you agree that such communications satisfy any legal requirement that they be in writing.

17. Contact us

Questions about these Terms should be directed to:

Proven Financials, Inc.
Attn: Legal
15210 Fitzhugh Road
Austin, Texas 78736, United States
legal@provenfinancials.com