Last Updated: 14th March 2026
This Commercial Licence Agreement (“Agreement”) governs use of the ProofMEDIA software framework (“Software”) provided under ProofMEDIA Membership.
By installing or using the Software, you (“Member”, “Agency”) agree to these terms.
1. Grant of Licence
While your Membership is active, ProofMEDIA grants you a:
- Non-exclusive
- Non-transferable
- Commercial licence
You may:
- Install and use the Software on websites you own.
- Install and use the Software on client websites.
- Charge clients fees (including recurring fees) for services that include the Software.
- Deploy the Software as part of ongoing agency services.
This licence is granted to the purchasing legal entity only.
2. Deployment Rights
Members may:
- Deploy across unlimited client sites.
- Include the Software within broader retainers or service agreements.
- Customise configuration for client needs.
Members may not:
- Resell the Software as a standalone product.
- Distribute source files publicly.
- Create a competing product derived primarily from the Software.
- Offer the Software as a marketplace download.
3. Ownership
All intellectual property rights remain with ProofMEDIA.
This Agreement grants usage rights – not ownership of the underlying codebase.
4. Continuity Provision
If Membership is cancelled or expires:
- You may continue using the last version obtained.
- No new updates, support, or improvements will be provided.
- Future access requires active Membership.
ProofMEDIA does not disable previously installed versions.
5. Updates & Governance
While Membership remains active:
- Software updates are provided.
- Compatibility maintenance is provided.
- Roadmap direction is governed centrally by ProofMEDIA.
ProofMEDIA reserves the right to evolve, improve, or discontinue specific features where necessary for long-term viability.
6. No Warranty
The Software is provided “as is”.
ProofMEDIA does not guarantee:
- Compatibility with all hosting providers.
- Error-free operation.
- Regulatory compliance of member deployments.
Members are responsible for testing before live deployment.
7. Limitation of Liability
To the fullest extent permitted by law, ProofMEDIA shall not be liable for indirect, incidental, or consequential damages including:
- Loss of profits
- Loss of revenue
- Loss of data
- Client disputes
- Hosting or infrastructure failures
Total liability shall not exceed the amount paid in Membership fees in the preceding 12 months.
8. Indemnification
You agree to indemnify and hold harmless ProofMEDIA from claims arising from:
- Your deployment practices
- Regulatory non-compliance
- Client disputes
- Misuse of the Software
You are responsible for lawful implementation.
9. Termination for Breach
ProofMEDIA may terminate Membership immediately if:
- The Software is redistributed.
- Terms are materially breached.
- Fraudulent or unlawful use occurs.
Termination does not entitle refund unless required by law.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom.