Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and PROXI AI LLC, a California limited liability company ("Proxi," "we," "us," or "our"). By accessing or using the Proxi data integration and analytics platform (the "Service"), you agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and that organization.

If you do not agree to these Terms, you must not access or use the Service.

2. Description of the Service

Proxi provides a data integration and analytics platform that allows Customers to connect third-party applications and services ("Integration Sources"), ingest data from those sources, and view normalized data within the Proxi platform. The Service currently supports integrations with platforms including, but not limited to, Stripe, PostHog, Slack, GitHub, HubSpot, Linear, Amplitude, Google Workspace, Intercom, Notion, and others as described in our documentation.

3. Account Registration and Security

To use the Service, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at aditmittalhs@gmail.com if you become aware of any unauthorized use of your account.

We reserve the right to suspend or terminate accounts that we reasonably believe are being used in violation of these Terms.

4. Customer Data and Ownership

4.1 Customer Data Ownership

"Customer Data" means all data that a Customer or its Authorized Users submit to the Service, including data ingested from Integration Sources. As between the parties, the Customer retains all rights, title, and interest in and to Customer Data. Proxi does not claim ownership of Customer Data.

4.2 License to Customer Data

By connecting Integration Sources and using the Service, you grant Proxi a limited, non-exclusive, worldwide license to access, collect, store, process, and display Customer Data solely for the purpose of providing the Service to you. This license terminates when your account is terminated and your data is deleted.

4.3 Customer Responsibilities

You are solely responsible for:

• Ensuring you have all necessary rights, consents, and authorizations to share Customer Data with Proxi, including any personal data of your end-users or employees.
• Complying with all applicable laws and regulations regarding the data you submit to the Service, including data protection and privacy laws.
• The accuracy, quality, and legality of Customer Data and the means by which you acquired it.
• Configuring appropriate access controls within your organization for Authorized Users.

5. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party right.
• Upload or transmit viruses, malware, or other malicious code.
• Attempt to gain unauthorized access to the Service, other accounts, or computer systems or networks connected to the Service.
• Interfere with or disrupt the integrity or performance of the Service.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
• Use the Service to collect, store, or process data in violation of applicable data protection laws.
• Resell, sublicense, or make the Service available to any third party without our prior written consent.
• Use the Service to store or process data subject to the International Traffic in Arms Regulations (ITAR), Health Insurance Portability and Accountability Act (HIPAA), or Payment Card Industry Data Security Standard (PCI DSS) unless separately agreed in writing.
• Use the Service to send unsolicited communications, spam, or phishing messages.
• Circumvent or attempt to circumvent any usage limits, rate limits, or other technical restrictions of the Service.

6. Intellectual Property

6.1 Proxi IP

The Service, including all software, algorithms, user interfaces, designs, documentation, and any modifications or improvements thereto, is and remains the exclusive property of Proxi. These Terms do not grant you any right, title, or interest in the Service except for the limited right to use the Service as described herein.

6.2 Feedback

If you provide Proxi with suggestions, ideas, or feedback regarding the Service ("Feedback"), you grant Proxi a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such Feedback into the Service without any obligation to you.

6.3 IP Infringement Claims

Proxi respects the intellectual property rights of others. If you believe that any content on the Service infringes your intellectual property rights, please notify us in writing at aditmittalhs@gmail.com with the following information:

• A description of the intellectual property right you claim has been infringed.
• A description of the material you claim is infringing and its location within the Service.
• Your contact information, including name, address, telephone number, and email address.
• A statement that you have a good-faith belief that the use of the material is not authorized by the intellectual property owner, its agent, or the law.
• A statement, under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the intellectual property owner.
• Your physical or electronic signature.

Upon receiving a valid notice, we will investigate and take appropriate action, which may include removing or disabling access to the allegedly infringing material.

7. Third-Party Integrations

The Service allows you to connect to third-party Integration Sources. Your use of any third-party service is governed by that service's own terms of service and privacy policy. Proxi is not responsible for the availability, accuracy, or content of third-party services, and your connection of an integration constitutes your acknowledgment that you have reviewed and agreed to the applicable third-party terms.

Proxi does not guarantee uninterrupted access to any third-party integration. Changes to third-party APIs, rate limits, or terms may affect the availability or functionality of integrations.

8. Fees and Payment

Specific pricing and payment terms will be communicated to Customers separately. By using any paid features of the Service, you agree to pay all applicable fees. Proxi reserves the right to change pricing with at least 30 days' prior written notice. All fees are non-refundable except as required by law or as otherwise stated in a separate written agreement.

9. Term and Termination

9.1 Term

These Terms are effective as of the date you first access the Service and continue until terminated by either party.

9.2 Termination by You

You may terminate your account at any time by contacting us at aditmittalhs@gmail.com. Upon termination, you may request deletion of your Customer Data by emailing aditmittal@berkeley.edu.

9.3 Termination by Proxi

We may suspend or terminate your access to the Service at any time if: (a) you breach any provision of these Terms; (b) we are required to do so by law; (c) we discontinue the Service; or (d) your continued use poses a security risk to the Service or other users. We will provide reasonable notice before termination where practicable, except in cases of material breach or security risk.

9.4 Effect of Termination

Upon termination, your right to use the Service immediately ceases. We will delete your Customer Data in accordance with our Privacy Policy and any applicable data processing agreement. Sections that by their nature should survive termination will survive, including Sections 4.1, 6, 10, 11, 12, and 13.

10. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, PROXI DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

Without limiting the foregoing, Proxi does not warrant that: (a) the Service will be uninterrupted, error-free, or secure; (b) the results obtained from the Service will be accurate or reliable; (c) any integration with a third-party service will continue to be available; or (d) any defects in the Service will be corrected.

THIS IS A MINIMUM VIABLE PRODUCT (MVP).

The Service is in early-stage development. Features may change, be added, or be removed without notice. You acknowledge the developmental nature of the Service and accept the associated risks.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROXI, ITS OFFICERS, MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY.

PROXI'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO PROXI IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

12. Indemnification

You agree to indemnify, defend, and hold harmless Proxi and its officers, members, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) your Customer Data, including any claim that Customer Data infringes or misappropriates a third party's intellectual property or other rights; or (e) your failure to obtain necessary consents or authorizations for data shared with the Service.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Alameda County, California, and you consent to the personal jurisdiction of such courts.

14. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any applicable Data Processing Agreement, constitute the entire agreement between you and Proxi regarding the Service and supersede all prior agreements and understandings.
• Severability: If any provision of these Terms is held to be unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: The failure of Proxi to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Proxi may assign its rights and obligations without restriction.
• Notices: We may provide notices to you by email to the address associated with your account. Notices to Proxi should be sent to aditmittalhs@gmail.com.
• Force Majeure: Proxi shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, governmental actions, or failures of third-party services.
• Modifications: We reserve the right to modify these Terms at any time. We will notify you of material changes at least 30 days in advance by email or through the Service. Your continued use of the Service after the effective date of modified Terms constitutes acceptance of the modified Terms.

15. Contact Information

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