Terms of Service

1. Who we are and what these terms cover

§1 — Parties and scope

In short: these terms cover the hosted service at proofroom.app, and Proofroom is offered to businesses, not consumers.

Proofroom is the image-review service at proofroom.app. It's run by ProofRoom, a Delaware company in the United States — the company took the capital R, the product didn't. In these terms we and us mean that company, you means whoever's using Proofroom (§2 breaks that down), and you can reach us at legal@proofroom.app.

Proofroom is offered to businesses and professionals acting in a commercial capacity, not to consumers: signing up confirms you're using it for your trade, craft or profession. If mandatory consumer law applies to you anyway, it prevails over anything here that conflicts with it. These terms cover the hosted service at proofroom.app and its subdomains, and nothing else.

Proofroom is free to use today. There's no checkout in the product and we hold no payment details. If we introduce paid plans, we'll publish the terms that govern them and give notice under §14 before we charge anyone.

Our Privacy Policy is part of this agreement. §16 covers the personal data inside your projects; §17 says which document wins if two of them disagree.

2. Who's who, and how you accept

§2 — Defined terms and acceptance

In short: studios sign up, studio members work inside an organisation, and guest reviewers use Proofroom without ever making an account.

A studio is the organisation that signs up. It owns the projects and answers for them. It isn't a person — the people are:

• Studio member — a person with an account inside a studio. Roles are owner, admin, member and viewer.
• Guest reviewer — your client. No account. They open a project link, usually enter a password, type a name, and leave markups and comments.
• Visitor — anyone reading proofroom.app without signing in.

Project, review, image, markup, comment and export mean the things on screen, with their on-screen meanings.

A studio member accepts these terms by creating an account or joining an organisation; a visitor, by using the site. A guest reviewer accepts them by continuing past the notices we show — we link these terms and the Privacy Policy under the button on the project password gate, and under the button on the form where a guest types their name. Someone who reaches a password gate and goes no further is bound by §8 and nothing more.

3. Eligibility and your account

§3 — Eligibility and accounts

In short: one account per person, verify your email, and keep the password to yourself.

You must be at least 18. We don't ask your age and can't check it, so this one runs on trust. If you create or join an organisation for a company, you confirm you're authorised to bind it.

We can't put an age gate in front of a guest reviewer at all — they arrive through a link you sent. So as a studio, you confirm the people you invite to review are adults.

Signup is open: email and password, or Google where we've enabled it. With email and password, click the verification link we send — it lasts 24 hours — before you can sign in.

Your password must be at least 10 characters and mix at least three of lowercase, uppercase, digits and symbols, and can't contain your email name or the word "password". Two-factor authentication is in Account & security; keep its one-time backup codes safe, as they're the way back in if you lose your phone. There's no self-service password reset yet, so if you're locked out, write to legal@proofroom.app.

Accounts are personal, so don't share one. You're responsible for what happens under yours, and for what the members you invite do until you remove them. Tell us at legal@proofroom.app if you think someone else has access.

4. Organisations and who controls the workspace

§4 — Workspace governance

In short: the organisation owns its projects, not the person who created them — and everyone inside it can see them all.

Everything you create belongs to the organisation it was created in. If you leave, the projects stay. Each organisation has exactly one owner, who can transfer ownership to another member and must do so before leaving; the owner can also delete the organisation, which deletes its projects (§13).

Everyone in the organisation can see every project in it, including projects they didn't create, whatever their role. Owners, admins and members create and edit content; viewers can only look. Removing someone takes effect immediately.

Two joining routes are your responsibility rather than ours:

• Domain auto-join. When it's on, anyone who signs up with a verified email address at your domain can join themselves as a viewer, without an invitation — and then sees every project.
• Invite links. An invite link works for anyone holding it, as often as they like, until it expires or you revoke it. Treat it like a key, not a guest list.

5. Sharing a project with your clients

§5 — Project links and access

In short: a link plus a password is a shared secret. Anyone holding both is in.

You share a project with a link, and usually a password; without one it's open to anyone who has the link. There's no account check behind either: whoever holds what's needed can view the images, leave markups and comments, tick images as approved and download exports. Links get forwarded. Plan for that.

Guest names are self-declared and we don't verify them, so we can't tell you that "Anna" is the Anna you meant. Everyone with access to a project sees everyone else's markups.

You decide what your clients see. Images still waiting for you to match them into a version stack stay hidden from clients everywhere — lists, counts, covers and exports — until you say otherwise.

What this means in practice. Change a project's password and everyone with the old one is locked out at once and asked for the new one. But an image already open in someone's browser keeps loading for up to an hour after that. Deleting an image cuts it off immediately. Use a different password per project, and change it when a client's team changes.

6. You own what you upload

§6 — Licence to your content

In short: you own your work. We get a narrow permission to run the service, and nothing more.

You keep all rights in the images, markups and comments you put into Proofroom; we claim ownership of none of it. To run the service, you give us permission to do these things with your content, and only these:

• store it and back it up;
• resize it and make the small previews the app displays;
• flatten markups onto copies of your images;
• build the PDFs and ZIPs someone asks for;
• create the short-lived private links that let images load in a browser;
• deliver it to the studio members and guest reviewers you share it with;
• look at it, or take it down, where §8, §9 or the law requires;
• delete it as described in §13;
• move it to a replacement provider on these same terms.

That's the whole list, and the providers named in our Privacy Policy get your content only to do those same jobs. The permission ends when you delete the content, except for copies held in routine backups, which go when they're overwritten on our provider's normal cycle.

We don't use your content to train generative or foundation models, or any model for a purpose other than providing and securing Proofroom itself. We don't sell it. We won't show your work, or your clients' work, in our marketing without your prior written consent.

7. Markups comments and the approval tick

§7 — Feedback and approvals

In short: the green tick is a workflow signal, not a signature.

Markups and comments belong to whoever wrote them. Everyone with access to the project can see them, and they stay after a reviewer has finished, so the history stays intact.

If you leave a markup or comment as a guest reviewer, you keep ownership of it, and you give the studio whose project you're reviewing — and us — a non-exclusive, royalty-free, worldwide licence to store, display, reproduce and include it in exports for as long as the project exists. That's what puts your feedback in the gallery and in the studio's PDF.

A client can mark an image as approved. That tick is set by the client, with no identity check beyond the project password and a typed name. It is not an electronic signature, not acceptance of a deliverable, and not a waiver of further revisions — just a quick way to say "this one's good". If you need formal sign-off, use your client contract.

Nobody can edit a markup or comment after it's posted, not even its author. Studio members with write access can delete them in their own projects, including a guest's, and we keep no record of what went. So an export is a convenience copy of what was there when it was made, not a tamper-evident record — don't rely on one as evidence of what a client said.

8. Acceptable use and limits

§8 — Acceptable use

In short: upload work you have the rights to, and don't use a client gallery as a public download mirror.

Only upload images you're allowed to upload: that includes any model and property releases you need for the people and places shown, and permission to show unreleased or embargoed work to the reviewers you invite.

People in your images. You confirm you have a lawful basis, and have given any privacy notice the law requires, for every identifiable person in what you upload and for every reviewer you invite. If your content includes what the law treats as sensitive — health, ethnicity, religion, politics, biometrics — you confirm you're entitled to handle it, and tell us first.

Don't use Proofroom to:

• break the law, or infringe anyone's copyright, trade marks or privacy;
• store or share child sexual abuse material, or intimate images shared without consent — zero tolerance, no notice, and we report it to the authorities the law requires;
• upload files carrying malware;
• run a public download mirror or CDN — galleries are for review, not distribution, hotlinking or bulk downloading;
• probe, scrape or brute-force password gates, or try to reach projects that aren't yours (§11 welcomes security research);
• resell capacity, or route around the limits below.

Limits. Review images must be JPEG or PNG; anything else, including SVG, is rejected. We suggest images stay under 6000 pixels and 25 MB — an admin can change or switch both off in Settings → Uploads — and a batch over either offers to scale itself down in your browser rather than being refused. Storage and bandwidth are subject to fair use: if your usage is far beyond a normal studio's, we'll talk to you before doing anything else.

If something goes wrong we escalate in this order: we ask you to fix it, we remove the item, we suspend the project, we suspend the account. Manifestly illegal content comes down at once, without notice.

We apply this section proportionately, with regard to everyone's rights. Whenever we remove something or suspend a project or an account, we tell the studio what we did, why, and how to challenge it (§9). If we ever suspend a project or an account, we intend to leave the exports in §10 working, unless the law requires otherwise.

9. Reporting content that shouldn't be there

§9 — Notice and action

In short: tell us at legal@proofroom.app, we acknowledge it, we decide, and we tell both sides what we decided and why.

How to tell us. Email legal@proofroom.app, or use the support form. Projects are private, so a rights holder often can't see the image in question — send us as much of this as you can:

• why you believe the content is illegal or infringing, explained clearly;
• for a copyright complaint: what work you own and where we can see it, a statement that you believe in good faith nobody authorised the use — not you, not the law — and a statement, accurate on penalty of perjury, that you own the work or are authorised to act for whoever does, signed with your name;
• where it is — the project link, and the image or review if you can name it;
• your name and email, unless the complaint is about child sexual abuse material or another offence where we don't ask for them;
• a statement, made in good faith, that what you've told us is accurate.

What we do. We confirm we've received your notice, decide without undue delay, and tell you the outcome. Manifestly illegal content comes down straight away. Otherwise — projects are private, and the dispute is usually between a studio and a third party — we normally ask the studio to sort it out first, and can remove content or suspend a project meanwhile.

Copyright, and putting something back. If we take content down over a copyright notice, we tell the studio what the notice said. The studio can send us a counter-notice — what we removed and where it was, a statement on penalty of perjury that they believe in good faith it came down by mistake or because the work was misidentified, how to reach them, their name, and their agreement to answer a court case where they live, or a Delaware one if they are outside the United States — and we pass that to whoever complained. Unless the complainant tells us they've gone to court, we can put the content back between 10 and 14 business days later. Sending either a notice or a counter-notice you know to be false is something US law punishes. We keep a record of the notices we accept against an account, and an account that keeps infringing is closed.

If we acted against your content. You'll get our reasons: what we did, what it applied to, the ground we relied on and the facts behind it. Decisions about content are made by people, not by software — if that ever changes, the reasons will say so. You can reply with your side and we'll look again, and nothing here stops you going to court.

10. Exports and getting your work out

§10 — Exports

In short: exports leave Proofroom, and nothing travels with them to keep them private.

You can export at any time while your account is active: clean PDF, annotated PDF, all-versions PDF, a ZIP, and single image downloads. ZIPs and single downloads contain your original files, with their filenames — except that if two files in the same ZIP share a name, we add a number to the second one so both survive.

Two things to know. The annotated PDF contains the markups and the comment text with each reviewer's display name, so it's a document about people as well as images. The clean PDF carries your studio brand bar, and your client's company name when the project has a client brand set.

Once an export is on someone's computer it's an ordinary file. It carries no password and no access control, we can't recall it, and it doesn't change when the project does. You decide who gets one.

If your account or this agreement ends, you have 30 days to export before we remove your content, except when you explicitly delete an organisation or content immediately.

11. Availability and security

§11 — Service levels, security and disclaimers

In short: we work hard on reliability, but Proofroom is provided as it is — and it isn't a backup.

On security, here's what's actually in place today:

• Encrypted connections throughout.
• Images kept in private storage, served through links that stop working within the hour.
• Account and project passwords stored so they can't be read back, and account passwords held to a minimum strength on our side.
• Changing a project's password locks out everyone holding the old one straight away.
• Optional two-factor authentication, and access decided by role.
• Limits on how often anyone can hammer a password gate or a public form.

We don't publish a hosting region. We're a US company and so are our providers, so assume your content can be stored in, and is reached from, the United States; the Privacy Policy has the detail. We hold no security certification and don't claim one.

What's on you: strong, unique passwords and two-factor authentication, not forwarding client links, a different password per project, changed when a client's team changes. And remember a client can screenshot or export anything they can see.

Security research is welcome — report what you find to legal@proofroom.app. We won't take legal action over good-faith research that gives us a reasonable chance to fix the problem before you publish, doesn't degrade the service, and only tests projects you own; another studio's live client gallery isn't a test target. The promise is ours alone, and it doesn't permit you to access, keep or disclose anyone's personal data.

12. Liability and indemnity

§12 — Limitation of liability

In short: our total liability is capped, and loss of content sits inside the cap.

If part of this cap doesn't hold. If a court finds any part of this limitation unenforceable, the rest still applies, and the unenforceable part is replaced by the closest limitation that is enforceable.

Data protection claims. This cap governs the position between you and us. It doesn't limit a claim an individual brings directly against either of us under data protection law, including Article 82 GDPR. How responsibility for data protection duties is shared between us, including breach notification, is in §16.

Your indemnity to us. You'll defend us, indemnify us and hold us harmless against third-party claims arising from content you upload or share, and from your breach of §8 — covering the damages, losses and reasonable legal fees that come with them — except where the claim arises from our own breach or negligence. We'll tell you about the claim promptly and cooperate at your expense. We can take part in the defence with lawyers of our own choosing, and take it over if you don't defend it properly; and you won't settle anything in a way that admits fault on our side, or puts an obligation or a payment on us, without our written consent.

13. Suspension termination and deletion

§13 — Termination

In short: you can leave whenever you like, and deleting really deletes — with a few caveats we'd rather tell you about.

You can stop using Proofroom at any time. An owner can delete the organisation in the product, or write to legal@proofroom.app to close an account. Here's what deleting actually does:

• Deleting an image removes the stored file and its previews, with its markups and comments.
• Deleting a review removes its images, with their markups and comments.
• Deleting a project removes its reviews and images, and what we hold about the clients who reviewed it — those details belong to the project, so deleting one review doesn't remove them.
• Deleting an organisation removes its projects, images, logos, memberships, invitations and invite links. Files are removed on a best-effort basis: if our storage provider is unavailable at that moment, a file can survive with nothing pointing at it, and we clear those up by hand.
• Archiving a project only hides it, and deleting a folder deletes nothing — whatever was inside moves up a level.
• A few generated previews can linger in storage after a review or project goes, unreachable from the app, until we spot them and remove them by hand — ask us and we will.
• Copies in routine backups lag behind, and go when they're overwritten on our provider's normal backup cycle.
• Deleting an organisation doesn't delete its members' accounts.

We can suspend a project or an account under §8, and end this agreement on 30 days' notice — or immediately for a serious breach such as §8.

Sections 8, 9, 10 (for the export window), 11, 12, 13, 15, 16 and 17 survive the end of this agreement. Section 6 does not: our permission to handle your content ends when the content goes, apart from those backup copies. The licence a guest gives under §7 lasts as long as the project they left feedback in.

14. Changes to Proofroom and to these terms

§14 — Changes

In short: we ship often, we'll warn you before taking something away, and you can leave if you don't like a change.

Proofroom is early. Features arrive often, some are labelled early access, and occasionally something gets removed. If we take away something you clearly rely on, we'll give you notice and keep your data intact through the change.

We'll update these terms when there's a reason to: a change in the law or in what a regulator expects, a security need, a change at one of our providers, a new feature or plan, or a change in how the business is run. If a change matters to you, we'll set it out at the top of this page before it takes effect.

Material changes take effect 30 days after we publish them, and using Proofroom after that means you accept them. If you'd rather not, end this agreement before it takes effect — export your work under §10 and tell us.

15. Our software and our brand

§15 — Our intellectual property

In short: we keep our side, you keep yours.

The service, its design, its code and the Proofroom name and logo stay ours. While your account is active you get a limited, non-exclusive, non-transferable right to use the hosted service for your own business.

Don't copy, resell or reverse engineer it — except where the law says we can't stop you, including any right you have to observe, study and test how it works, or to decompile it for interoperability. And don't use the Proofroom name or logo in a way that suggests we run, endorse or stand behind something we don't.

If you send us feedback or ideas, we can use them to improve Proofroom, freely and without owing you anything. We won't quote you publicly without asking.

16. Your clients and data protection

§16 — Relationship with your clients, and processor terms

In short: you own the client relationship. We're the tool, and we act on your instructions.

You decide what to share, who with, and what to tell your clients about how their feedback is handled. Confidentiality between you and your client is yours to manage — we give you passwords and roles, not an NDA.

For the images, markups and comments inside your projects, you decide what happens to the personal data in them and we act only on your instructions. This section is that arrangement, and it applies from your first upload — nothing to ask for, nothing to sign. We commit to:

• handle that content only to provide and secure Proofroom, on your documented instructions, and tell you if an instruction looks unlawful to us;
• keep the people who can reach it bound to confidentiality, and limited to those who need it;
• apply the security measures in §11, and keep them at least as strong;
• use only the providers named in our Privacy Policy, on terms no weaker than these, and update that list before adding one — if you object to a new provider, you can end this agreement;
• help you answer requests from the people your content is about, and support your own security, breach and impact-assessment duties;
• tell you without undue delay if personal data in your projects is breached, with what we know at the time;
• give you a reasonable way to check we're doing this;
• delete your content when the relationship ends, as §13 describes, or return it — and you can export it yourself at any time under §10.

We'll sign a separate data processing agreement on request.

Some things we decide for ourselves rather than for you: accounts and organisations, support and waitlist records, the security records behind our rate limits, what we keep in a guest's browser, and the sending of reply notifications. The Privacy Policy says which is which. And these terms create no rights for anyone who isn't a party to them, except that our group companies can rely on the indemnity in §12.

17. Governing law disputes and general

§17 — Governing law and general

In short: which law applies, which courts, and how we reach each other.

This agreement is governed by the law of the State of Delaware, USA, without regard to its conflict-of-laws rules, and the United Nations Convention on Contracts for the International Sale of Goods doesn't apply to it. The state and federal courts sitting in the State of Delaware have exclusive jurisdiction over any dispute about it, and we each agree to go there. If mandatory law where you live gives you a court you can't be contracted out of, that comes first.

Before going to court, please talk to us: email legal@proofroom.app saying what the problem is and what you'd like us to do, and we'll try to settle it within 30 days of that email. After that, either of us can go to court.

The rest, briefly:

• Whole agreement. These terms and the Privacy Policy are the whole deal between us.
• Which one wins. On anything about personal data, the Privacy Policy and §16 win. Otherwise these terms win.
• Severability. If a clause turns out to be unenforceable, the rest stands.
• Waiver. Not enforcing something once doesn't mean we've given it up.
• Transfers. You can't transfer this agreement without our consent. We can transfer it to a company that buys or merges with our business, and we'll tell you.
• Notices. We send notices by email to the organisation's owner; you reach us at legal@proofroom.app.
• Events outside our control. Neither of us is liable for delays we can't reasonably control.
• Sanctions. You confirm you're not located in, resident in, or acting for anyone in a country subject to comprehensive US sanctions, and that you're not on a US restricted-party list.
• Language. These terms are in English; if we publish a translation, the English counts, unless the law where you are says otherwise.

Getting hold of us. Everything — account questions, privacy and data requests, security reports, abuse and takedowns — goes to legal@proofroom.app. For bugs, use the Report an issue form in the app, or the support form. We read everything and reply as fast as we can; data protection requests are answered within one month, free of charge, as the law requires (see §9 of the Privacy Policy). One warning: a bug report sent from inside a project is visible to that studio's owners and admins, and one sent from our public support page to the owners and admins of every studio on Proofroom — so keep confidential details out of them.