Terms of Service

Last updated: April 19, 2026

1. Acceptance of Terms

By accessing or using the Service, you represent and warrant that (a) you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference; (b) you are at least 18 years of age, or the age of majority where you reside, whichever is greater; and (c) if you are accepting these Terms on behalf of a company or other legal entity, you have authority to bind that entity.

If you do not meet these requirements, you may not use the Service.

2. Description of the Service

ProofingDesk is a software-as-a-service platform that allows photographers and similar content creators (each, a “Photographer”) to upload images and videos, create projects, and share password-protected review links with their clients (each, a “Client”). Clients can view, rate, comment on, and select media through those links. Photographer accounts, uploaded media, project data, ratings, comments, and selections are collectively referred to as “Content”.

The Service is provided solely as a tool for conveying review and selection information between Photographers and their Clients. ProofingDesk is not a party to any agreement between a Photographer and a Client, and is not responsible for the quality, legality, accuracy, or any other aspect of the underlying photography services.

3. Eligibility and Accounts

3.1 Account Creation

To upload Content, you must create an account by providing a valid email address and choosing a password. You agree to provide accurate, current, and complete information and to keep your account information up to date.

3.2 Account Security

You are responsible for safeguarding your account credentials and for all activity that occurs under your account, whether or not authorized by you. You agree to notify us immediately at legal@proofingdesk.com of any suspected unauthorized access. ProofingDesk is not liable for any loss or damage arising from your failure to comply with this section.

3.3 One Account

You may not maintain more than one free account, share your account with other users, or allow any other person to use your account, without our prior written consent.

4. Your Content and License

4.1 Ownership

You retain all ownership rights in and to your Content. ProofingDesk does not claim any ownership of photographs, videos, or other material you upload.

4.2 License to ProofingDesk

You grant ProofingDesk a worldwide, non-exclusive, royalty-free, sublicensable (solely to our hosting and infrastructure providers) license to host, store, reproduce, transmit, display, transcode, resize, create thumbnails from, and otherwise process your Content solely as reasonably necessary to operate, provide, maintain, and improve the Service, including for the delivery of your Content to Clients you authorize through review links. This license terminates when you delete the Content or close your account, except that (a) ProofingDesk may retain copies in routine backups for a reasonable period and (b) ProofingDesk may retain Content as required by law or to resolve disputes.

4.3 Your Representations About Content

You represent and warrant that, for all Content you upload or transmit through the Service:

• You own the Content outright or have obtained all rights, licenses, consents, releases, and permissions necessary to upload it and authorize the uses described in these Terms;
• The Content, and our use of it as contemplated by these Terms, does not and will not infringe, misappropriate, or violate any third party’s intellectual property, privacy, publicity, or other rights, or any applicable law;
• You have obtained any required consents or releases from identifiable individuals depicted in the Content;
• The Content is not defamatory, obscene, pornographic involving minors, unlawful, or otherwise prohibited under Section 5.

4.4 Backups

While ProofingDesk performs routine backups, the Service is not a backup service. You are solely responsible for maintaining independent copies of any Content that is important to you. ProofingDesk is not liable for any loss, corruption, or unavailability of Content.

5. Acceptable Use

You agree not to, and not to permit any third party to, use the Service to:

• Upload, transmit, or share any material that is unlawful, defamatory, harassing, abusive, threatening, hateful, fraudulent, obscene, or invasive of another’s privacy;
• Upload any child sexual abuse material (CSAM) or any sexual content depicting anyone under 18. We cooperate with the National Center for Missing & Exploited Children (NCMEC) and law enforcement without notice to offending accounts;
• Upload or distribute material that infringes or misappropriates any patent, trademark, trade secret, copyright, right of publicity, or other right of any person or entity;
• Upload viruses, malware, worms, or other malicious code, or attempt to interfere with, disable, or disrupt the Service;
• Attempt to gain unauthorized access to the Service, other users’ accounts, or any related systems or networks;
• Probe, scan, or test the vulnerability of the Service or any network connected to it, or circumvent any security or authentication measures;
• Use the Service to transmit unsolicited commercial email (spam) or any other unauthorized bulk communications;
• Impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity;
• Scrape, crawl, data-mine, or use automated means to extract data from the Service, except for standard search-engine indexing of pages you have made publicly accessible;
• Reverse engineer, decompile, or attempt to discover the source code of any part of the Service, except to the extent this restriction is prohibited by applicable law;
• Resell, sublicense, or otherwise make the Service available to third parties in a manner that competes with ProofingDesk, without our prior written consent;
• Use the Service in a manner that violates any applicable law or regulation, including export controls and sanctions.

We reserve the right, but have no obligation, to investigate and take appropriate legal action, including removing Content, suspending or terminating accounts, and reporting to law enforcement, for any violation of these Terms.

6. Client Review Access

Photographers may generate review links that allow Clients to view and act on Content. By sharing such a link, the Photographer authorizes the Client to access the Content solely for review purposes. Clients acknowledge and agree that:

• Review links and any associated passwords are confidential and must not be shared outside the intended review audience;
• Content viewed through a review link is owned by the Photographer (or the Photographer’s licensor); Clients obtain no ownership or license other than the limited right to view, rate, comment, and select through the Service;
• Clients may not download, screen-capture, redistribute, publish, or commercially exploit Content viewed through the Service except as separately authorized in writing by the Photographer;
• Comments, markups, selections, and other feedback a Client submits are provided to the associated Photographer and may be stored by ProofingDesk as part of the project record.

ProofingDesk has no visibility into private agreements between Photographers and Clients, including regarding delivery, licensing, or payment of photographs.

7. Intellectual Property of ProofingDesk

The Service, including its software, design, user interface, text (other than your Content), graphics, logos, trademarks, and the selection and arrangement thereof, is owned by ProofingDesk or its licensors and is protected by copyright, trademark, and other laws. Subject to your compliance with these Terms, ProofingDesk grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for its intended purpose. No other rights are granted by implication, estoppel, or otherwise. “ProofingDesk” and associated marks are trademarks of ProofingDesk and may not be used without prior written permission.

7.1 Feedback

If you submit suggestions, ideas, or feedback about the Service, you grant ProofingDesk a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate that feedback into the Service without compensation or attribution.

8. Copyright Infringement and DMCA Policy

ProofingDesk respects the intellectual property rights of others and expects users to do the same. We respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”).

8.1 Notice of Infringement

If you believe that Content on the Service infringes your copyright, please send a written notice to our designated agent containing all of the following:

1. A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
2. Identification of the copyrighted work claimed to have been infringed;
3. Identification of the material you claim is infringing and its location on the Service (including the URL);
4. Your contact information (name, address, telephone number, email);
5. A statement that you have a good-faith belief that use of the material is not authorized by the copyright owner, its agent, or the law;
6. A statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner’s behalf.

Designated DMCA Agent:
ProofingDesk, c/o Copyright Agent
Email: legal@proofingdesk.com

Misrepresentations in a DMCA notice may subject you to liability under 17 U.S.C. § 512(f).

8.2 Counter-Notice

If Content you uploaded has been removed in response to a DMCA notice and you believe the removal was in error or the material is authorized, you may send a counter-notice under 17 U.S.C. § 512(g) to the address above.

8.3 Repeat Infringer Policy

We will terminate, in appropriate circumstances, the accounts of users who are determined to be repeat infringers.

9. Third-Party Services

The Service relies on third-party providers for hosting, email delivery, and related infrastructure. Your use of the Service may be subject to those third parties’ terms, and we are not responsible for their acts or omissions. We may add, replace, or discontinue third-party providers at any time.

10. Fees, Plans, and Payment

The Service is currently offered without charge. We reserve the right, at any time and on reasonable notice, to introduce paid tiers, transaction fees, storage limits, or other charges. If we introduce fees, continued use of the Service after the effective date of the fee schedule will constitute acceptance of the fees. You will not be charged for use prior to the effective date of any fee schedule.

11. Termination and Suspension

11.1 By You

You may stop using the Service and close your account at any time by contacting us at legal@proofingdesk.com. Upon account closure, your Content will be deleted from active systems within a reasonable period, subject to routine backups and legal retention obligations.

11.2 By ProofingDesk

We may suspend or terminate your access to the Service, with or without notice, if we believe, in our sole discretion, that you have violated these Terms, that your conduct poses a risk to the Service or to other users, that the law requires us to do so, or that continued provision of the Service to you is no longer commercially or technically reasonable. We may also discontinue the Service in whole or in part at any time.

11.3 Effect of Termination

Upon termination, your right to use the Service ceases. Sections 4 (license grant for any residual copies), 7, 8, 10, 12, 13, 14, 15, 16, 18, and 19, together with any payment obligations accrued before termination, will survive.

12. Disclaimers

ProofingDesk does not warrant that the Service will be uninterrupted, error-free, secure, or free from viruses or other harmful components, that defects will be corrected, or that Content will be preserved without loss. You use the Service at your own risk. Any material obtained through the Service is accessed at your own discretion, and you are solely responsible for any damage to your systems or loss of data that results.

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

13. Limitation of Liability

IN ANY EVENT, PROOFINGDESK’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID PROOFINGDESK FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) ONE HUNDRED U.S. DOLLARS (US $100.00).

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow the exclusion or limitation of certain damages. In those jurisdictions, our liability will be limited to the smallest amount permitted by law.

14. Indemnification

You agree to defend, indemnify, and hold harmless ProofingDesk and its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (a) your Content; (b) your use or misuse of the Service; (c) your violation of these Terms or any applicable law; (d) your violation of any third-party right, including any intellectual property, privacy, or publicity right; or (e) any dispute between you and another user or any third party. ProofingDesk reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate in asserting available defenses.

15. Dispute Resolution; Arbitration; Class Action Waiver

15.1 Informal Resolution

Before filing a claim, you agree to try to resolve the dispute informally by sending a written notice describing the dispute and the relief requested to legal@proofingdesk.com. We will attempt to resolve it informally for at least sixty (60) days before either party may initiate arbitration or other proceedings.

15.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to the Service, these Terms, or our Privacy Policy, including the formation, interpretation, breach, or validity thereof (“Dispute”), will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, as modified by these Terms. The arbitrator’s decision will be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

The arbitration will be conducted in English and, unless you and ProofingDesk agree otherwise, in Los Angeles County, California, or remotely by videoconference. The Federal Arbitration Act (9 U.S.C. §§ 1–16) governs the interpretation and enforcement of this arbitration agreement.

15.3 Class Action Waiver

YOU AND PROOFINGDESK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING. Unless both you and ProofingDesk agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of representative or class proceeding.

15.4 Exceptions

Either party may (a) bring an individual claim in small-claims court if it qualifies, or (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of that party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

15.5 30-Day Opt-Out

You may opt out of this arbitration and class-waiver section by sending written notice of your decision to opt out to legal@proofingdesk.com within thirty (30) days of first accepting these Terms. The notice must include your full name, the email address associated with your account, and a clear statement that you want to opt out of arbitration. Opting out has no other effect on these Terms.

15.6 Severability

If the class-action waiver is found to be unenforceable with respect to a particular claim or remedy, then that claim or remedy (and only that claim or remedy) will be severed from arbitration and may be brought in court, while all other claims will proceed in arbitration.

16. Governing Law and Venue

These Terms, and any Dispute arising out of or related to them or the Service, will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. Subject to Section 15, you and ProofingDesk consent to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, for any action not subject to arbitration. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

17. Changes to These Terms

We may modify these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms on the Service and updating the “Last updated” date, and, where reasonably practicable, by email to the address associated with your account. Changes take effect on the date posted unless stated otherwise. Your continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, your sole remedy is to stop using the Service and close your account.

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and ProofingDesk regarding the Service and supersede all prior agreements, understandings, and communications on the subject.

18.2 Severability

If any provision of these Terms 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 will continue in full force and effect.

18.3 No Waiver

Our failure to enforce any provision of these Terms will not be a waiver of that provision or of any other provision. Any waiver must be in writing signed by an authorized representative of ProofingDesk.

18.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets, without your consent. Any attempted transfer in violation of this section is void.

18.5 Force Majeure

ProofingDesk will not be liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, power or telecommunications failures, denial-of-service attacks, governmental actions, or third-party service interruptions.

18.6 No Agency

No agency, partnership, joint venture, or employment relationship is created between you and ProofingDesk by these Terms or by your use of the Service.

18.7 Notices

We may provide notices to you by email, by posting on the Service, or by any other reasonable means. Notices to ProofingDesk must be sent to legal@proofingdesk.com.

18.8 Export Controls

You may not use or export the Service in violation of U.S. export laws and regulations. You represent that you are not located in, under the control of, or a national or resident of any country subject to U.S. embargo, and that you are not on any U.S. government list of restricted parties.

18.9 California Users

Under California Civil Code § 1789.3, California users are entitled to the following consumer-rights notice: if you have a question or complaint regarding the Service, please contact us at legal@proofingdesk.com. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Boulevard, Sacramento, CA 95834, or by telephone at (800) 952-5210.

19. Contact

Questions about these Terms, the Service, DMCA notices, or account matters should be directed to:

ProofingDesk
Email: legal@proofingdesk.com
Website: proofingdesk.com