Terms of Service

Beta Software Agreement

By using this beta product, you acknowledge and agree to the following terms and conditions regarding your use of Proxis's beta software.

Agreement Effective Date

This Agreement, no matter when signed, will be effective as of the date of your first communications with Proxis. By creating an account with Proxis you acknowledge that you have read and agreed to the Terms of Service which are available on the public website and the account creation page.

Updates and Modifications

The Software may undergo significant changes, updates, or modifications during the beta testing period. Proxis reserves the right to modify, suspend, or discontinue the Software at any time without notice.

Beta Nature

You understand that the Software is a pre-release version and may not be fully functional or free from errors. The Software is provided "as-is" and "as-available" without any warranties or guarantees of any kind.

Intellectual Property

"Intellectual Property" means any suggestions, feedback, ideas, discoveries, inventions, marks, logos, names, trademarks, and applications for patents, designs, and copyrightable works.

As between you and Proxis, all work products, including Intellectual Property, developed by you while using the Software or any of Proxis's property will belong to Proxis or its designee as a "work made for hire" under U.S. Copyright Law (17 U.S.C. § 101).

You are granted a limited, non-exclusive, non-transferable, revocable license to use the Software solely for the purpose of beta testing.

Confidential Information

"Confidential Information" means all information related to the Software provided by Proxis, including but not limited to Software code, features, functionality, performance, user feedback, assets, financial condition, and affairs.

You will protect the Confidential Information and treat it as strictly confidential. You will not disclose Confidential Information to any third-party individual, corporation, or other entity without Proxis's prior written consent.

This nondisclosure provision survives any termination or expiration of this Agreement for any reason.

Legal and Other Disclosures

If you breach this Agreement (inadvertently or otherwise) or learn that the Software or Confidential Information has been impermissibly disclosed, you shall immediately notify Proxis in writing.

In the event you are compelled to disclose any Confidential Information pursuant to a subpoena or other legal process, unless contrary to law, you agree to provide Proxis with notice of such required disclosure prior to disclosing any Confidential Information.

Ownership

The Software, Intellectual Property and all Confidential Information shall be the sole and exclusive property of Proxis, and shall be returned and surrendered to Proxis immediately upon Proxis's written request.

You hereby grant Proxis the right to use, modify, and incorporate any feedback, suggestions or ideas provided by you at any time into the Software without any compensation or acknowledgments.

Reasonableness

You acknowledge that the limitations and obligations contained herein are, individually and in the aggregate, reasonable and properly required by Proxis. You shall not challenge or contest the reasonableness, validity, or enforceability of any such limitations and obligations.

Limitation of Liability

Proxis shall not be liable for any damages, losses, or harm that may arise from your use or inability to use the Software, including but not limited to data loss, system failures, or security breaches. Your use of the Software is at your own risk.

IMPORTANT: IN NO EVENT SHALL PROXIS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS OR REVENUES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL PROXIS'S AGGREGATE LIABILITY EXCEED FIVE HUNDRED DOLLARS.

Arbitration

Any dispute, claim or controversy arising out of or relating to this Agreement shall be determined by arbitration in San Francisco, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Arbitration Rules and Procedures.

Each of the Parties shall pay for its own costs and attorneys' fees provided that the prevailing party as determined by the arbitrator will be entitled to recover its costs and expenses of arbitration, including attorneys' fees and costs.

Governing Law and Venue

This Agreement is to be governed and construed according to the laws of the State of California without regard to conflicts of law. The proper exclusive venue for resolution of any dispute related to this Agreement is only in California.

Both Parties consent to jurisdiction and venue in California.

Waiver of Right to Jury

IMPORTANT: BY ENTERING INTO THIS AGREEMENT, YOU AND PROXIS EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY AND ALL RIGHTS THEY HAVE UNDER LAW TO A TRIAL BEFORE A JURY AND AGREE TO MANDATORY BINDING ARBITRATION OF ALL DISPUTES OR CLAIMS ARISING OUT OF THIS AGREEMENT.

Miscellaneous

If any portion of this Agreement is deemed to be unenforceable, the balance of this Agreement shall nevertheless continue in effect. It is understood and agreed that no failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

All waivers must be in writing to be effective. This Agreement shall be binding upon your heirs, executors, representatives and successors.

This document constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, or understandings, if any. This Agreement may not be modified other than by a written agreement specifically referring to this Agreement and signed by you and Proxis.

Contact Information

If you have questions about these Terms of Service, please contact us at:

Proxis

support@proxis.ai

1111B S Governors Ave STE 20827

Dover, DE 19904