Proximality AI LLC. Updated February 27, 2024
These Terms of Service govern your access to and use of our Site, as well as our provision of various services.
We will refer to these Terms of Service as the "Terms," and to our website as the "Site."
We will refer to Proximality AI Inc. as "Proximality AI," "we," "us," or "our."
We will refer to all the services we provide, individually and collectively (including our Product), as the "Services."
We will refer to you, the person or entity agreeing to these Terms, as "you" or "your," and (to the extent you license, purchase, or use any Product) as a "Customer."
By using our Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, do not use the Services.
If you are accessing and using the Services on behalf of a company (such as your employer) or another legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, "you" and "your" also refer to that entity.
We may update these Terms from time to time in our sole discretion. If we do, we will let you know by posting the updated Terms on the Site and/or via other communications. It is important that you review the Terms whenever we update them or whenever you use the Services. If you continue to use the Services after we post updated Terms, it means that you accept and agree to those changes. If you do not agree to be bound by the changes, you must stop using the Services.
Because our Services evolve over time, we may change or discontinue all or any part of the Services at any time, without notice, and at our sole discretion.
Subject to your compliance with these Terms, Proximality AI grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable license to electronically access and use the Site solely as provided in these Terms.
You will not (and you will not allow any other person to):
The license granted in these Terms does not include any right of resale of any Proximality AI Product or Service or any collection and use of service listings, descriptions, or prices; nor any derivative use of any Proximality AI Service or its contents. No Proximality AI Service may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without Proximality AI's express written consent. The licenses granted by Proximality AI terminate if you do not comply with these Terms.
The content, organization, graphics, design, compilation, know-how, concepts, methodologies, procedures, magnetic translation, digital conversion, and other matters related to the Site are protected under applicable copyrights, trademarks, and other proprietary rights. Some content on the Site may be the copyrighted work of third parties. "Proximality AI," the Proximality AI logo, and other Proximality AI trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Proximality AI. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners.
In addition, the Product and Documentation contain proprietary and confidential information of Proximality AI and its licensors. Proximality AI and its licensors exclusively own all rights, title, and interest in and to any software programs, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques, and materials of any kind used or developed by Proximality AI or its personnel in connection with the Products and the performance of the Services (collectively, "Proximality AI Materials"), including all worldwide patent rights, copyright rights, trade secret rights, know-how, and any other intellectual property rights ("Intellectual Property Rights") therein. You will have no rights in any trademarks, the Proximality AI Materials, or the Site except as expressly set forth in these Terms.
For purposes of these Terms, "Customer Data" means all non-public data you provide to us so that we may provide the Services. You retain all right, title, and interest in and to your Customer Data.
You will need to register with Proximality AI to become a Customer. You agree to provide accurate and complete registration information and to keep that information current. You agree that Proximality AI may store and use your registration information to maintain your account.
Confidential Information of Third Parties. Despite anything to the contrary in these Terms, under no circumstances will you upload to the Site or otherwise provide to Proximality AI any data or information (including but not limited to third-party product or pricing information) that you are restricted from disclosing pursuant to any confidentiality or similar agreement with any third party. PROXIMALITY AI EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY SUCH THIRD-PARTY CONFIDENTIAL INFORMATION.
Personal Data. Despite anything to the contrary in these Terms, under no circumstances will you upload to the Site or otherwise provide to Proximality AI any sensitive data or information, including without limitation:
in each case as such Acts and standards may be supplemented and amended from time to time.
PROXIMALITY AI EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY SUCH DATA.
If you would like to use Proximality AI with such data, we recommend using the self-hosted version of Proximality AI, which can be air-gapped.
Your privacy is important to Proximality AI. We will protect your personal information in accordance with our Privacy Policy. We do not use customer data for any purpose other than to provide the Services to our customers. We do not train any models on customer data. We do not share customer data with our AI providers for the purpose of improving their products.
Proximality AI takes reasonable administrative, physical, and electronic measures designed to protect against unauthorized access, use, or disclosure of the information we collect from you.
Proximality AI stores all data in secure locations and performs multiple daily backups of all critical data (including databases). We also test our backups in duplicate environments regularly to ensure correctness and to test disaster recovery scenarios. Database backups are audited daily.
You agree to:
When you give someone your online ID and password, you authorize that person to access and use your account, and you are responsible for all transactions they perform while using your account, including fraudulent or unintended transactions. You agree to indemnify and hold Proximality AI harmless from and against any liability arising from access to the Site by persons to whom you have provided your online ID and/or password.
You are also responsible for your own information technology infrastructure, including computers, servers, software, databases, electronic systems, and networks, whether operated directly by you or through the use of third-party services. You agree to abide by all applicable laws and regulations in connection with using the Product, Documentation, and Services, including all laws regarding the transmission of technical data exported from the United States.
Proximality AI works with other companies to provide information technology services to users of the Site. These companies may have access to Proximality AI's databases, but only for purposes of providing services to Proximality AI (e.g., a third party such as AWS may obtain access to your information for the purpose of updating database software). These companies operate under confidentiality agreements with Proximality AI.
No method of transmitting or storing information over the Internet is completely secure. Accordingly, we cannot guarantee the absolute security of any information. PROXIMALITY AI SHALL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS, USE, CORRUPTION, OR LOSS OF ANY OF YOUR INFORMATION, EXCEPT TO THE EXTENT THAT SUCH UNAUTHORIZED ACCESS, USE, CORRUPTION, OR LOSS IS DUE SOLELY TO PROXIMALITY AI'S GROSS NEGLIGENCE OR MISCONDUCT.
You may select Products for purchase by browsing our Product offerings on our pricing page, selecting the Product(s) you want to license, and completing the payment process.
These Terms set out the complete and exclusive statement of the agreement between you and Proximality AI with respect to your purchase of Products. Any additional or conflicting provisions in an Order from you are expressly rejected.
If you access and use this Site outside the United States, you are responsible for complying with all local laws and regulations.
The Product is licensed under Subscriptions. Subscriptions will be for the term agreed to in the applicable Order and will automatically renew for successive one-year terms at Proximality AI's then-current fees unless you provide written notice of non-renewal to us at least fourteen (14) days before the end of the then-current subscription term.
All Products, Updates, and Documentation licensed under these Terms will be delivered electronically (e.g., by email, file transfer, or other means of electronic transmission). If you have purchased a Cloud Edition subscription, we provide you with access to such Products, Updates, and Documentation. In the case of a Subscription renewal, there is no separate "Delivery" requirement; the renewal is deemed Delivered on the first day of the renewal term.
Your Subscription may be subject to Usage Limitations, such as a maximum number of Authorized Users, allocated storage amounts, or other parameters. Usage Limitations applicable to your Subscription are set forth on our product offerings or pricing page. If your usage exceeds a Usage Limitation or otherwise requires payment of additional fees, you will be billed for such usage, and you agree to pay the additional fees.
Ownership of Intellectual Property is as set forth in Section 4 above and in this Section 8.
Subject to and in consideration of your timely payment of the applicable license fee and your compliance with these Terms, we grant you, solely during the applicable term specified in an Order:
You (and your Authorized Users) will not, without our express written permission:
Despite the above, nothing in these Terms is intended to override any free or open-source software license terms applicable to components of the Product. In the event of conflict between these Terms and any such free/open-source license terms, the latter will govern.
You grant us the right to collect and analyze data and other information relating to the provision, use, and performance of the Product, Services, and related systems and technologies (including information concerning Customer Data and data derived from it). We may:
Either party may terminate a Product Subscription immediately if the other party commits a material breach of these Terms and fails to remedy that breach within thirty (30) days of receiving a written request to do so.
We may terminate any Product Subscription upon our reasonable determination that your Use of the Product, Documentation, or Services:
Termination of a Product Subscription is without prejudice to any other rights or remedies that the terminating party may have and does not affect any accrued rights or liabilities. Upon termination of a Product Subscription, you must immediately uninstall or destroy (or, at our option, return) all copies of the Product and Documentation in your possession or control. An authorized officer shall certify in writing to us that you have complied with this obligation.
Proximality AI's right to payment for any Product or Service you purchase accrues on the date the Product or Service is delivered to you. Except as otherwise expressly provided in these Terms, all payments accrued or made under these Terms are non-cancelable and nonrefundable.
All stated prices are exclusive of any taxes, fees, and duties or other amounts (including value added and withholding taxes) that may be applicable. You are responsible for paying any such taxes or providing an exemption certificate acceptable to the relevant authorities. You will not be liable for taxes based on our net income. All payments must be made in U.S. dollars.
If you have an outstanding balance, we may withhold further Deliveries of Products or Services until your balance is paid in full. If your payment is late, we may charge interest on the unpaid balance at a rate of one-and-one-half percent (1.5%) per month, or the maximum rate allowed by law, from the date payment was due until we receive it. You agree to reimburse us for all reasonable costs and expenses incurred (including attorneys' fees) in collecting overdue amounts.
"Cloud Infrastructure" means the Product and the computing, storage, networking, and other hardware and software infrastructure used in providing the Services.
We may take necessary steps to prevent any user (including you) from impairing the ability of other customers to reasonably use the Services. The method and means of providing the Services shall be under our exclusive control, management, and supervision. We will operate the Services in a professional and commercially reasonable manner in accordance with applicable law.
You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of your Customer Data. You must provide accurate, current, and complete information required to enable your Authorized Users, and keep that information up to date. You are responsible for actions taken using the credentials of your Authorized Users or any other individuals to whom you have given access.
You will not (and will not permit others to):
You grant us a license to store, record, transmit, maintain, and display Customer Data only to the extent necessary for us to carry out our obligations under these Terms.
We regularly back up our databases. We make commercially reasonable efforts to assist in restoring lost data but do not guarantee the completeness of every backup or that we will retain any backup for longer than thirty (30) days.
You will defend and indemnify us from and against any and all losses, liabilities, damages, demands, suits, causes of action, judgments, costs, or expenses (including court costs and reasonable attorneys' fees) arising out of or relating to:
We may schedule maintenance activities from time to time. We make reasonable efforts to schedule non-emergency maintenance activities outside our normal business hours.
Subject to the other provisions of these Terms, we warrant solely to you as a Customer that for thirty (30) days after the Product is initially Delivered (the "Warranty Period"), the Product—when properly installed (for On-Premise Subscriptions)—will function substantially in accordance with the Specifications. This warranty does not apply if:
If we breach the warranty in this Section, your sole and exclusive remedy, and our sole obligation, is to remedy such breach. At our option, we will:
The Product and Services are not designed or intended for use in hazardous environments requiring fail-safe performance, such as the operation of nuclear facilities, air traffic control, or life-support systems, where failure could lead to death, personal injury, or severe environmental damage ("High-Risk Activities"). We specifically disclaim any express or implied warranty of fitness for High-Risk Activities.
Except as set forth in this Section, we make no warranties or representations with respect to any products, services, documentation, or other materials provided by us, and we disclaim all other warranties or guarantees, whether statutory, written, oral, express, or implied, including (but not limited to) any warranty of merchantability, non-infringement, suitability, or fitness for a particular purpose, and any warranty arising out of course of dealing or usage of trade. We do not warrant that the Product, Services, or Documentation will operate uninterrupted or error-free, or that the Services or Product will resolve any specific problem.
The Site may contain links to third-party websites or resources. These links are provided only as a convenience. Proximality AI is not responsible for the content, products, or services available from those websites or resources or for links displayed on such sites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.
These Terms commence on the date you accept them and, unless earlier terminated, continue until terminated in accordance with these Terms.
Although Proximality AI hopes to have a long-term relationship with you, we may cancel your account or terminate your rights to use the Site or Services if (1) you provide false, inaccurate, or incomplete information, (2) you breach any obligation under these Terms, or (3) your account is associated with a competitor of Proximality AI. You may cancel your account at any time by emailing us at terms@proximality.ai.
Upon termination of these Terms:
Sections 3(B), 4, 5(B), 7(D), 7(E), 8(K), 9(C), 11(G)-(H), 12(D), 13, 15(C)-(D), and 16-20 (including related definitions and all accrued rights to payment) survive any termination or expiration of these Terms.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SITE AND THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. IN ADDITION TO THE DISCLAIMERS IN SECTION 12, PROXIMALITY AI DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, PRODUCTS, OR DOCUMENTATION ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE, OR THAT THE SITE, ITS SERVERS, OR ANY RELATED APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOLELY BY OUR GROSS NEGLIGENCE OR MISCONDUCT. In the event of loss of PHI or other personally identifiable information due to our actions or inactions, your sole remedy is limited to our restoring such information from the latest available backup.
Proximality AI is not responsible for any user content hosted on the Site or in connection with the Services, nor for any offensive, inappropriate, obscene, unlawful, or otherwise objectionable user-generated content.
The Site and Services may occasionally be temporarily unavailable for maintenance or other reasons. Proximality AI is not responsible for any technical malfunction or other issues (e.g., data loss, theft, delay, communications failures) you may experience.
You agree to defend, indemnify, and hold harmless Proximality AI, its affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including attorneys' fees) arising from:
This defense and indemnification obligation survives these Terms and your use of the Site. You agree to waive any law that may limit the efficacy of this indemnification.
Proximality AI is not liable for any loss, damage, or injury resulting from your (or any third party's) negligence, misuse, lack of training, or misapplication of any Product or Service.
IN NO EVENT WILL PROXIMALITY AI BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS), OR FOR COSTS OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, THE SITE, OR ANY WORK PERFORMED USING ANY PRODUCTS OR SERVICES PURCHASED THROUGH THE SITE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF PROXIMALITY AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
PROXIMALITY AI'S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY WILL NOT EXCEED THE AMOUNTS PAID TO PROXIMALITY AI BY YOU UNDER THESE TERMS IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM.
The Product and Services are subject to U.S. export controls, specifically the Export Administration Regulations. Both parties must comply with all relevant import and export regulations, including those adopted by the Bureau of Industry and Security of the U.S. Department of Commerce. You shall not transfer, export, or re-export the Product or Services to any Prohibited Entity, and you affirm that you are not a Prohibited Entity or acting on behalf of such entity as defined under U.S. law.
These Terms constitute the entire and exclusive understanding and agreement between Proximality AI and you regarding the Services, superseding any prior agreements (oral or written). If a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
You may not assign or transfer these Terms by operation of law or otherwise without Proximality AI's prior written consent. Any attempt by you to assign or transfer these Terms without such consent is void. Proximality AI may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms bind and inure to the benefit of the parties, their successors, and permitted assigns.
All notices must be in writing in English and are deemed given when (a) sent by mail (return receipt requested), hand-delivered, or sent by overnight delivery service to the receiving party's address; or (b) sent by email with electronic confirmation of receipt.
Proximality AI's failure to enforce any right or provision of these Terms is not a waiver of such right or provision. The exercise of any remedy by either party under these Terms is without prejudice to other remedies available under these Terms or otherwise.
Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including (but not limited to) denial-of-service attacks, strikes, shortages, riots, insurrection, fires, floods, storms, acts of God, war, terrorism, governmental action, labor conditions, or earthquakes.
These Terms and all matters arising out of or relating to them are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Any legal action arising out of or related to these Terms shall be brought in the courts of the State of Delaware.
As part of providing the Services, we collect and use certain personal information about our users. This section explains what data we collect, how we use it, and the consent mechanisms in place. Our data collection practices are designed exclusively to enhance your experience with our Services.
If you have any questions about these Terms or the Services, please contact Proximality AI at:
Email: terms@proximality.ai
Last Updated: February 27, 2025