PRXY AI PLATFORM TERMS OF USE
INTRODUCTION
These Terms of Use ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Prxy AI, Inc. ("Company," "we," "us," or "our") governing your access to and use of our artificial intelligence platform for marketing professionals (the "Service").
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICE. By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.
1. ACCEPTANCE OF TERMS
1.1 Binding Agreement.
These Terms constitute a binding contract between you and the Company. By accessing, registering for, or using the Service, you signify your acceptance of these Terms.
1.2 Eligibility.
You must be at least 18 years of age and possess the legal authority to enter into these Terms. If you are accessing or using the Service on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.
1.3 Additional Terms.
Certain features or components of the Service may be subject to additional guidelines, terms, or rules, which will be posted on the Service in connection with such features. All such additional terms are incorporated by reference into these Terms.
2. SERVICE DESCRIPTION
2.1 AI-Powered Marketing Tools.
The Service provides artificial intelligence tools designed to assist marketing professionals in generating reports, creating customer profiles based on public data, and customizing language learning models for specific marketing purposes.
2.2 Professional Use.
The Service is intended for professional use by marketing professionals and businesses. It is not intended for consumer use or for generating content for illegal, deceptive, or harmful purposes.
2.3 Modifications to Service.
We reserve the right to modify, suspend, or discontinue the Service or any part thereof at any time, with or without notice to you. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.
3. ACCOUNT REGISTRATION AND SECURITY
3.1 Account Creation.
To access certain features of the Service, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
3.2 Account Security.
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security.
3.3 Organizational Accounts.
If you register for an account on behalf of a company or other organization, you may authorize individuals to access the Service under your organization's account ("Authorized Users"). You are responsible for ensuring that all Authorized Users comply with these Terms.
4. PAYMENT TERMS
4.1 Fees.
Access to certain features of the Service may require payment of fees as specified on our pricing page. All fees are exclusive of applicable taxes unless stated otherwise.
4.2 Billing and Renewal.
For subscription-based services, your subscription will automatically renew at the end of each subscription period unless you cancel it prior to the renewal date. By providing your payment information, you authorize us to charge the applicable fees to that payment method.
4.3 Refunds.
Fees paid are non-refundable except as expressly set forth in these Terms or as required by applicable law.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Company Intellectual Property.
The Service, including all content, features, and functionality thereof, is owned by the Company, its licensors, or other providers and is protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
5.2 Limited License to Use Service.
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business purposes.
5.3 User Content.
You retain all rights in any content that you upload, submit, or otherwise make available through the Service ("User Content"). By providing User Content to the Service, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, and distribute such User Content in connection with providing and improving the Service.
5.4 AI-Generated Content.
(a) You are granted a non-exclusive, worldwide license to use, reproduce, modify, and distribute the Generated Content for your business purposes, subject to the restrictions in these Terms.
(b) You acknowledge that the Company may use anonymized patterns, insights, or metadata derived from Generated Content to improve the Service.
(c) You understand that Generated Content may be similar to content generated for other users due to the nature of AI systems and training data.
5.5 Feedback.
If you provide the Company with any feedback or suggestions regarding the Service ("Feedback"), you hereby assign to the Company all rights in such Feedback and agree that the Company shall have the right to use and fully exploit such Feedback in any manner it deems appropriate.
6. PROHIBITED USES
6.1 General Prohibitions.
(a) Use the Service in any way that violates any applicable federal, state, local, or international law or regulation;
(b) Use the Service to generate, upload, or transmit any material that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
(c) Impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity;
(d) Engage in any activity that interferes with or disrupts the Service or servers or networks connected to the Service;
(e) Attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service;
(f) Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service;
(g) Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
6.2 AI-Specific Prohibitions.
(a) Generate content that impersonates individuals without their consent;
(b) Create deceptive marketing materials or false information;
(c) Generate content that infringes upon third-party intellectual property rights;
(d) Create, distribute, or promote misleading or fraudulent business practices;
(e) Develop content for the purpose of manipulating or deceiving consumers;
(f) Train competing AI models using outputs from our Service;
(g) Scrape or extract large volumes of data or content from the Service for purposes other than your authorized use of the Service.
7. DATA PRIVACY, SECURITY, AND LEGAL COMPLIANCE
7.1 Privacy Policy.
Your use of the Service is subject to our Privacy Policy, which is incorporated by reference into these Terms. Please review our Privacy Policy for information regarding our collection, use, and disclosure of user information.
7.2 Data Processing.
In using the Service, you may submit or provide data, including personal information. You represent and warrant that you have all necessary rights and consents to provide such data for use as contemplated under these Terms, and you acknowledge that the Company processes such data as a service provider on your behalf.
You remain responsible for complying with all applicable data privacy and protection laws with respect to such data.
7.3 Security Measures.
The Company employs commercially reasonable measures to protect data processed via the Service. You acknowledge, however, that no method of transmission over the Internet or method of electronic storage is completely secure, and the Company does not guarantee absolute security.
7.4 Legal Compliance.
You agree to comply with all applicable local, state, national, and international laws and regulations in connection with your use of the Service.
7.5 GDPR Compliance Status.
The Service is not currently compliant with the General Data Protection Regulation ("GDPR") and is not intended for use by individuals located in the European Union or in other jurisdictions with similar data protection requirements.
7.6 Data Processing Restrictions.
You shall not use the Service to upload or process personal data subject to the GDPR or other extensive privacy regulations unless and until the Company confirms in writing that it is compliant with such requirements.
8. REPRESENTATIONS AND WARRANTIES
8.1 User Representations.
(a) Your use of the Service will comply with all applicable laws and regulations;
(b) You have the legal right to provide any User Content you submit to the Service;
(c) Your User Content does not infringe upon or misappropriate any intellectual property rights or violate any privacy or publicity rights of any third party.
8.2 Disclaimer of Warranties.
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.
8.3 AI-Specific Disclaimers.
YOU ACKNOWLEDGE AND AGREE THAT:
(a) AI-generated content may contain inaccuracies, errors, or omissions;
(b) The Company does not guarantee the accuracy, completeness, or usefulness of any Generated Content;
(c) The Service may produce outputs that are unpredictable or unintended;
(d) You are responsible for reviewing and verifying all Generated Content before use;
(e) The Service may reflect biases present in its training data despite our efforts to mitigate such biases.
9. LIMITATION OF LIABILITY
9.1 Exclusion of Damages.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE.
9.2 Cap on Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL LIABILITY TO YOU FOR ANY DAMAGES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO THE COMPANY DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM OR ACTION ALLEGEDLY GIVING RISE TO SUCH LIABILITY.
9.3 Essential Purpose.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
10. INDEMNIFICATION
10.1 User Indemnification.
You agree to defend, indemnify, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:
(a) Your violation of these Terms;
(b) Your User Content;
(c) Your use of the Generated Content; or
(d) Your violation of any rights of another.
11. TERM AND TERMINATION
11.1 Term.
These Terms shall remain in full force and effect while you use the Service or maintain an account.
11.2 Termination by User.
You may terminate your account at any time by following the instructions on the Service or by contacting us.
11.3 Termination by Company.
We may terminate or suspend your account and access to the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.
11.4 Effect of Termination.
Upon termination, your right to use the Service will immediately cease. The following provisions shall survive termination: Intellectual Property Rights, Disclaimer of Warranties, Limitation of Liability, Indemnification, and Governing Law and Dispute Resolution.
12. CHANGES TO TERMS
12.1 Modifications.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. We will provide notice of material changes by posting the amended Terms on the Service with an updated effective date.
12.2 Continued Use.
Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes.
13. GOVERNING LAW AND DISPUTE RESOLUTION
13.1 Governing Law.
These Terms and your use of the Service shall be governed by and construed in accordance with the laws of Chicago, Illinois, without giving effect to any choice or conflict of law provision or rule.
13.2 Dispute Resolution.
(a) Informal Resolution. Before filing a claim against the Company, you agree to attempt to resolve the dispute informally by contacting us. We will attempt to resolve the dispute informally by contacting you via email.
(b) Arbitration. If a dispute is not resolved within 30 days of submission, you and the Company agree to resolve any claims relating to these Terms or the Service through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
(c) Arbitration Procedures. The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in Chicago, Illinois.
(d) Exceptions to Agreement to Arbitrate. Either party may assert claims in small claims court if they qualify. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights.
(e) Class Action Waiver. ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.
13.3 Forum for Disputes.
Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Service that is not subject to arbitration shall be instituted exclusively in the federal or state courts located in Chicago, Illinois, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country.
14. GENERAL PROVISIONS
14.1 Entire Agreement.
These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and the Company concerning your use of the Service.
14.2 Waiver.
No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
14.3 Severability.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
14.4 Assignment.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction.
14.5 Notice.
Any notice provided to the Company pursuant to these Terms should be sent to [COMPANY ADDRESS] or [COMPANY EMAIL].
14.6 Export Control.
The Service may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from the Company, or any products utilizing such data, in violation of the United States export laws or regulations.
14.7 Government End Users.
The Service and related documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. The Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users only as Commercial Items and with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
15. CONTACT INFORMATION
15.1 Questions.
If you have any questions about these Terms, please contact us at:
PRXY AI, INC.
[COMPANY ADDRESS]
[COMPANY EMAIL]
[COMPANY PHONE NUMBER]
Effective Date: August 1, 2025