1. Definitions
"Agreement" means these Terms of Service together with any order form, Data Processing and Security Addendum, and other document expressly incorporated by reference.
"Customer Data" means Customer Materials and any data, content, files, prompts, outputs, logs, product information, or other information submitted by or on behalf of Customer to the Services.
"Services" means Prox OS, hosted tenant workspaces, product knowledge graph tooling, document ingestion and review workflows, chat, artifacts, connectors, support, and related services provided by Prox.
2. Services and Order Forms
Prox will provide the Services described in an applicable order form, in-product accepted plan, or trial accepted by Customer. Each order form or accepted plan will state the commercial terms that apply, including fees, usage limits, term, and any service-specific commitments.
The Services may include early, beta, or evaluation features. Prox may update, improve, or replace features over time, provided it does not materially reduce core functionality during an active paid term without reasonable notice.
3. Trial and Onboarding Terms
During the trial, Prox may make available a tenant workspace, product intake tools, document upload, document processing, internal chat, artifact exploration, and connectors such as MCP for Claude or ChatGPT where enabled.
Customer may add products and upload related documents inside the Products tab. Once Customer stages documents for review, Prox may process and review those materials to build or improve the product knowledge graph, product answers, artifacts, and related workspace configuration.
The trial does not automatically convert to a paid subscription unless Customer signs an order form, accepts a paid plan in-product, or otherwise authorizes paid conversion in writing. Prox may suspend or limit the workspace at the end of the trial if Customer does not convert.
Prox may send in-product or email notifications about onboarding tasks, document review status, processing progress, product updates, releases, trial usage, security notices, and service announcements. Operational, security, and account notices may still be sent even if optional product or marketing notifications are disabled.
4. Accounts and Access
Customer is responsible for its users' access, credentials, role assignments, and activity in the Services. Customer will ensure that users comply with this Agreement and use the Services only for Customer's internal business purposes unless an order form permits external use.
Customer will promptly notify Prox of suspected unauthorized access, credential compromise, or other security concerns related to the Services.
5. Customer Data
As between the parties, Customer owns Customer Data. Prox will not sell Customer Data. Customer grants Prox a limited, non-exclusive, worldwide license to host, copy, transmit, parse, transform, index, display, analyze, and otherwise process Customer Data solely to provide, secure, support, maintain, and improve the Services for Customer.
Customer is responsible for the accuracy, legality, rights, permissions, and quality of Customer Data. Customer represents that it has the rights and permissions necessary to provide Customer Data to Prox and to authorize Prox to process it under this Agreement.
Prox will not use Customer Data to train general-purpose foundation models. Prox may use aggregated or de-identified operational information to improve security, reliability, analytics, and product performance, provided it does not identify Customer or disclose Customer Confidential Information.
6. AI Features and Human Review
The Services include AI-assisted features that may generate answers, summaries, structured artifacts, extracted knowledge, draft workflows, or other outputs. AI outputs may be incomplete, inaccurate, or inappropriate for a particular use without human review.
Customer is responsible for reviewing outputs before relying on them for customer-facing, safety-critical, regulated, financial, legal, engineering, procurement, or operational decisions. Prox does not replace Customer's engineers, subject matter experts, compliance personnel, or professional advisors.
7. Confidentiality
"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood as confidential, including Customer Data, product documentation, security materials, pricing, business plans, source code, technical designs, and trade secrets.
The receiving party will use the disclosing party's Confidential Information only to perform or receive the Services, will protect it using reasonable care, and will not disclose it except to personnel, affiliates, contractors, advisors, subprocessors, or representatives who need to know it and are bound by confidentiality obligations at least as protective as this Agreement.
8. Security and Data Protection
Prox will maintain a written information security program designed to protect Customer Data against unauthorized access, use, disclosure, alteration, and destruction. The Data Processing and Security Addendum describes additional security, privacy, deletion, and subprocessor commitments.
Customer acknowledges that Prox Personnel and subprocessors may access Customer Data as needed to provide, secure, troubleshoot, review, and support the Services, subject to confidentiality obligations, role-based access, logging where available, and Prox's internal policies.
9. Fees and Payment
Customer will pay the fees stated in the applicable order form or accepted plan. Unless otherwise stated, fees are in U.S. dollars, exclusive of taxes, and non-refundable except as expressly provided in this Agreement or required by law.
Usage definitions, included usage, overages, billing cadence, renewal terms, and trial-to-paid conversion terms are stated in the applicable order form, in-product accepted plan, or pricing page expressly referenced by Customer's accepted plan.
10. Acceptable Use
Customer will not use the Services to violate law, infringe third-party rights, transmit malware, attempt unauthorized access, disrupt Prox systems, reverse engineer the Services except where legally permitted, or process data that Customer is not authorized to provide.
11. Term and Termination
This Agreement begins when Customer accepts it and continues until all order forms and trial periods have expired or been terminated. Either party may terminate an order form for material breach if the breach is not cured within 30 days after written notice.
Upon termination, Customer's right to access the Services ends, except for any agreed export period. Prox will make Customer Data available for export for 30 days after termination or trial expiration, then may delete it according to the Data Processing and Security Addendum and applicable law.
12. Intellectual Property
Prox owns the Services, software, platform, templates, tooling, workflows, know-how, models, prompts created by Prox, system designs, documentation, trademarks, and all related intellectual property. Customer owns Customer Data and outputs generated specifically for Customer to the extent they are based on Customer Data, subject to Prox's ownership of the underlying Services and reusable technology.
13. Warranties and Disclaimers
Each party represents that it has authority to enter into this Agreement. Except as expressly stated, the Services are provided "as is" and "as available." Prox disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Services or AI outputs will be uninterrupted, error-free, or perfectly accurate.
14. Indemnification
Customer will defend and indemnify Prox against third-party claims arising from Customer Data, Customer's breach of this Agreement, or Customer's unlawful use of the Services.
Prox will defend and indemnify Customer against third-party claims alleging that the Services, as provided by Prox and used as authorized, infringe a U.S. patent, copyright, or trademark, except to the extent the claim arises from Customer Data, Customer prompts, AI-generated outputs to the extent the alleged infringement results from Customer Data or Customer prompts, Customer's failure to apply human review as required by Section 6, Customer modifications, third-party services or foundation models accessed through the Services, unsupported use, or combination with items not provided by Prox.
For an infringement claim covered by Prox's indemnity, Prox may procure the right for Customer to continue using the affected Services, modify the affected Services, replace them with a substantially similar non-infringing alternative, or terminate the affected Services and refund prepaid unused fees for the terminated portion. This section states Customer's sole and exclusive remedy for covered infringement claims.
15. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost goodwill, or business interruption, even if advised of the possibility.
Each party's total aggregate liability under this Agreement will not exceed the greater of amounts paid or payable by Customer to Prox under the applicable order form during the 12 months before the event giving rise to liability, or $50,000. For breaches of confidentiality obligations and Customer's indemnification obligations for Customer Data, this cap is increased to two times that amount. Claims arising from AI output accuracy, completeness, suitability, or alleged infringement are subject to the foregoing cap unless liability cannot be limited by applicable law.
16. Notices, Governing Law, and Disputes
Legal notices to Prox must be sent to legal@useprox.com. This Agreement is governed by Delaware law. Any dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in New York, New York, unless the parties agree otherwise in writing.
17. General Terms
Neither party is liable for delay or failure caused by events beyond its reasonable control. Customer may not assign this Agreement without Prox's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee is not a Prox competitor and assumes the Agreement. Prox may assign this Agreement to an affiliate or successor.
The parties may accept this Agreement electronically, through clickwrap, through an order form, or through another method showing assent. Electronic records and signatures are intended to have the same effect as handwritten signatures, subject to applicable law.