Proxo Ltd · Legal

Proxo — Terms of Use

Last Updated: 2026-08-02

What this means for you (plain-language summary)

These Terms of Use govern your use of the Proxo Platform on the Starter and Professional self-serve plans (Enterprise customers use the separately-signed Master Services Agreement). Key things to know: you own your data; most AI processing runs on models Proxo operates itself, but where we use a third-party AI provider, that provider handles your data under its own terms — which may let it retain your data and use it for its own purposes, including training its models — and we make no promises about its practices, so by using the AI Features you authorize that (see Section 7.4(c)); Proxo may improve its own self-hosted models using only de-identified, aggregated data; you have a multi-factor-authenticated account inside an Organization that may contain multiple Entities; the Platform is currently in Public Beta and offered AS IS; we'll notify you without undue delay — and within the time required by applicable law — of a confirmed security incident; liability is capped at 12 months of fees with a 2× sub-cap for data-security breaches; we're governed under Cayman Islands law, and disputes are resolved by binding arbitration seated in the Cayman Islands (with a class-action waiver); and we may refer to a separate Privacy Policy. More detail is provided below.

1. Acceptance

1.1 These Terms of Use (these "Terms") are entered into by and between Proxo Ltd (a Cayman Islands exempted company with its registered office at 103 South Church Street, PO Box 472, Grand Cayman KY1-1106, Cayman Islands) ("Proxo," "Company," "we," or "us") and the customer organization signing up to or accessing the Platform (the "Customer," "you," or "your"). The natural person clicking "I agree" (or otherwise accepting these Terms on behalf of the Customer) represents and warrants that they have the legal authority to bind the Customer.

1.2 By creating an account, clicking "I agree," or accessing or using the Platform, the Customer accepts and agrees to be bound by these Terms and the Privacy Policy at https://proxo.ai/legal/privacy (the "Privacy Policy"), which is incorporated by reference into these Terms (collectively with these Terms, the "Agreement").

1.3 If the Customer does not agree to these Terms, the Customer must not access or use the Platform.

1.4 The Platform is intended for business use only by businesses. The natural person creating an account must be at least eighteen (18) years of age and must be authorized to act on behalf of the Customer.

1.5 Enterprise customers. A Customer that has executed a Master Services Agreement (the "MSA") with Proxo is governed by that MSA in addition to these Terms. To the extent of any conflict between an executed MSA and these Terms, the MSA controls.

2. The Platform

2.1 What the Platform does. Proxo provides a multi-entity cash-flow management software-as-a-service platform (the "Platform") that enables Customer's Authorized Users to:

(a) record, categorize, approve, reconcile, and report on cash inflows and outflows across one or more Entities;

(b) manage recurring transactions, vendor and counterparty directories, and approval workflows;

(d) push transactions to third-party accounting and expense-management systems;

(e) ingest receipts, invoices, and bank statements via upload or email forwarding and extract structured data using AI-assisted optical-character-recognition; and

(f) interact conversationally with the Customer's data through the Platform's chat features, including the ability to create, update, and archive records on the Customer's behalf (subject to the preview-then-confirm protocol in Section 11).

2.2 What the Platform is not. The Platform is not a money-transmitter, a payment processor, a depository institution, or a regulated financial-services provider. The Platform does not custody Customer funds. Payment processing in connection with Customer's subscription is performed by our third-party payment processor (Stripe, Inc.) under that processor's separate terms; Plaid handles authentication with Customer's financial institutions on Customer's behalf under Plaid's separate terms.

2.3 Subscription plans. The Customer's then-current Subscription Plan determines the Platform features, included usage allowances, and Fees applicable to the Customer. The current Subscription Plans and their inclusions are described at https://proxo.ai/pricing.

2.4 Infrastructure and telemetry. Proxo operates the Platform on third-party cloud infrastructure and uses third-party observability providers for platform telemetry, monitoring, and diagnostics — to provide, secure, and maintain the Platform. Proxo's processing of personal data in connection with these providers is described in the Privacy Policy.

3. Tenancy and Authorized Users

3.1 Organization → Entities → Authorized Users. The Customer is provisioned on the Platform as a "Customer Organization" that may contain one or more "Entities" (each, a legal entity, business unit, or operational scope of the Customer). "Authorized Users" are individuals the Customer permits to access the Platform — including its employees, contractors, or agents (or those of Customer Affiliates the Customer has expressly authorized), and any other individuals the Customer invites to access the Platform on its behalf (including through the Platform's invitation function). Authorized Users may be granted access to one or more Entities under the Platform's role-based access controls (with a principal/owner role and additional roles as described in the Documentation).

3.2 Customer Administrator. The Customer will designate one or more Authorized Users as Administrators of its Customer Organization. The Administrators are responsible for managing other Authorized Users' role assignments, configuring Entities, configuring integrations, and revoking access when an Authorized User leaves the Customer.

3.3 Customer responsibility for Authorized Users. The Customer is responsible for (a) the acts and omissions of its Authorized Users on the Platform; (b) ensuring that each Authorized User complies with the Agreement; and (c) promptly revoking access when an Authorized User is no longer authorized. The Customer represents and warrants that each Authorized User is its employee, contractor, agent, or other individual it has invited to access the Platform on its behalf, and is bound by confidentiality obligations no less protective than the confidentiality terms of these Terms.

3.4 Proxo personnel access to Customer Data. Proxo personnel access Customer Data only as necessary to provide and support the Platform. Privileged access is logged in an append-only, tamper-evident cross-organization audit trail. Proxo personnel do not access Customer Data for any commercial purpose other than providing the Platform to the Customer.

4. Account and Authentication

4.1 Account creation. Account creation requires (a) sign-in via Google OAuth or Microsoft OAuth, and (b) enrollment of a second authentication factor. For standard accounts, the second factor is a TOTP-based authenticator code; hardware-security-key (FIDO2 / WebAuthn) enrollment is available as an additional or alternative factor. For administrator accounts, a hardware security key (FIDO2 / WebAuthn) is mandatory and TOTP codes alone are not accepted. User-managed passwords are not stored.

4.2 Account security. The Customer is responsible for safeguarding the credentials and second-factor devices of its Authorized Users and for promptly notifying Proxo of any known or suspected unauthorized use of an Authorized User's account by sending an email to security@proxo.ai with subject line "Security – Account Compromise."

4.3 Account information. The Customer agrees that all information it (or its Authorized Users) provides on or through the Platform is accurate, current, and complete.

5. Subscription and Fees

5.1 Subscription. Subscription to the Platform is on the Subscription Plan the Customer has selected. Fees and metered usage rates are published at https://proxo.ai/pricing and are payable by credit card via our third-party payment processor, Stripe, Inc.

5.2 Auto-renewal. Unless the Customer cancels before the end of a then-current billing period, the Customer's subscription auto-renews for successive periods at the then-current Fees. The Customer may cancel auto-renewal at any time from the in-Platform Account Settings.

5.3 Trial. Where Proxo offers a free trial, the trial converts to a paid subscription at the end of the trial period unless the Customer cancels before then. Trial credit grants (including AI-token starter credit) expire at the end of the trial period.

5.4 Refunds. Fees paid for partial periods are non-refundable, except (a) as required by applicable consumer-protection law, or (b) where Proxo terminates this Agreement for convenience under Section 14.3 (in which case Proxo will refund pro-rated unused pre-paid Fees).

5.5 Taxes. Fees are exclusive of all taxes (including VAT, GST, sales, use, withholding, or other taxes). The Customer is responsible for all such taxes, other than taxes based on Proxo's net income.

5.6 Suspension for non-payment. Proxo may suspend the Customer's access to the Platform, in whole or in part, immediately upon notice if any undisputed amount remains unpaid after its due date. During any such suspension, the Customer will retain the ability to export its Customer Data through the Platform's data-export tools.

6. License Grant

6.1 License. Subject to the Customer's compliance with the Agreement and timely payment of Fees, Proxo grants the Customer a worldwide (subject to Section 18), non-exclusive, non-transferable, non-sublicensable right during the Customer's active subscription to access and use the Platform for the Customer's internal business purposes by its Authorized Users, in accordance with the Documentation and the Subscription Plan.

6.2 Restrictions. The Customer will not, and will not permit any Authorized User or any third party to:

(a) copy, reproduce, modify, translate, adapt, or create derivative works of the Platform, except as expressly permitted by the Documentation;

(b) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or model weights of the Platform or of any AI model accessed via the Platform;

(d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Platform available to any third party for the third party's own use;

(e) use any robot, spider, scraper, or other automated device or process to access the Platform, except for the Customer's own use of API keys, MCP (Model Context Protocol) integrations, or other programmatic interfaces that Proxo expressly makes available under the Subscription Plan, in accordance with the documented rate limits and other restrictions;

(f) use the Platform in violation of applicable law or in a manner that infringes the rights of any third party;

(g) use the Platform for the operation of safety-critical systems, life-support systems, or other systems where failure could result in personal injury or death; or

(h) circumvent any access control, rate limit, license restriction, or security measure of the Platform; or

(i) attempt to manipulate, jailbreak, or bypass the Platform's AI, chat, or MCP (Model Context Protocol) features through prompt injection, adversarial inputs, or other techniques designed to cause the Platform to disregard its instructions or security controls, exceed the Customer's authorized scope, access data the Authorized User is not permitted to access, or perform actions the Authorized User is not authorized to perform.

6.3 Customer trademarks. The Customer may use its own trademarks, logos, and visual identity in connection with reports, exports, and other materials it generates through the Platform.

7. Customer Data

7.1 Customer Data; ownership. "Customer Data" means all data, content, files, and materials that the Customer or its Authorized Users submit to, upload to, or generate through the Platform — including cash-flow and transaction records, recurring-transaction templates, vendor and counterparty records, approval-workflow configurations, uploaded documents (receipts, invoices, bank statements) and the structured data extracted from them, User Contributions, and the content of AI-feature prompts and the resulting AI Outputs. Customer Data does not include Aggregated Statistics (Section 7.3) or Feedback (Section 13.3). As between the Parties, the Customer retains all right, title, and interest in and to Customer Data.

7.2 License to Proxo. The Customer grants Proxo a worldwide, non-exclusive, royalty-free, sublicensable (solely to Subprocessors and third-party AI providers as described in the Agreement) license, during the Customer's active subscription, to host, copy, transmit, process, display, and otherwise use Customer Data as necessary to (a) provide and operate the Platform for the Customer and its Authorized Users, (b) refine prompts and post-processing logic for the AI Features under Section 11.3, (c) provide support, troubleshoot, and meet legal obligations, (d) generate Aggregated Statistics under Section 7.3, (e) derive De-identified Customer Data and use it for Proxo first-party model development as permitted by Section 7.4(a), and (f) transmit Customer Data to third-party AI providers, and permit those providers to process, retain, and use it, as described in Section 7.4(c). This license terminates when the Customer's subscription terminates, subject to the post-termination retention provisions in Section 14; provided that any retention or use of Customer Data by a third-party AI provider under Section 7.4(c) is governed by that provider's own terms and may continue after termination, and Proxo has no ability to compel its deletion.

7.3 Aggregated Statistics. Proxo may collect and use de-identified, aggregated statistical data derived from the operation of the Platform for capacity planning, billing, security monitoring, and product improvement ("Aggregated Statistics"), provided that Aggregated Statistics do not identify the Customer, any Authorized User, or any individual.

7.4 Model training; third-party AI providers.

(a) Proxo first-party model development. Proxo may develop, train, fine-tune, evaluate, and improve artificial-intelligence and machine-learning models that Proxo itself operates, using (i) De-identified Customer Data — Customer Data from which direct identifiers (including names, email addresses, phone numbers, bank-account and routing numbers, and tax identification numbers) have been removed, masked, or pseudonymized such that the data no longer identifies the Customer, any Authorized User, or any individual; (ii) Aggregated Statistics (Section 7.3); and (iii) Authorized-User feedback on AI Outputs. Proxo-operated models run on infrastructure Proxo controls — whether Proxo's own hardware or hosted compute capacity Proxo provisions from a hosting Subprocessor (including to auto-scale); De-identified Customer Data used for model development is not shared with any third-party model provider; and Proxo maintains technical and organizational safeguards designed to prevent any Proxo-operated model from reproducing one Customer's Customer Data in output presented to another Customer. Proxo does not use Customer Data that has not been de-identified to train, fine-tune, or update the weights of any Proxo-operated model. This Section 7.4(a) governs Proxo's own model development only; a third-party AI provider's use of Customer Data transmitted to it is governed by Section 7.4(c).

(b) First-party processing. Proxo processes Customer Data through the AI Features primarily on models Proxo itself operates on infrastructure Proxo controls (its own hardware or hosted compute capacity it provisions, including for auto-scaling). Customer Data processed by those models does not leave infrastructure controlled by Proxo or its hosting Subprocessor, and is not made available to any third-party AI provider.

(c) Third-party AI providers; the Customer's authorization; no warranty. Proxo may use one or more third-party AI providers — for example, as a fallback for capacity or capability, or to deliver a specific AI Feature. Where Proxo does so, Customer Data submitted to that provider is processed, retained, and used in accordance with that provider's own terms and policies, which Proxo does not control and which may permit the provider to retain Customer Data and to use it for the provider's own purposes, including to develop, train, and improve the provider's models, and for such periods as that provider determines.

By accepting these Terms and by using the AI Features, the Customer expressly authorizes and instructs Proxo to transmit Customer Data — including any personal data it contains — to third-party AI providers on the basis described in this Section 7.4(c), and acknowledges that this is a documented instruction of the Customer for the purposes of any applicable data-protection law. The Customer represents and warrants that it has the right, and has obtained any consent, notice, or authorization required under applicable law or under its own agreements with its clients and personnel, to permit that transmission and use. A Customer that cannot give that authorization must not use the AI Features and should contact Proxo about a configuration that does not rely on a third-party AI provider.

Proxo makes no representation or warranty as to any third-party AI provider's retention, deletion, training, security, or data-handling practices; does not warrant that Customer Data submitted for inference is deleted after the request completes or within any particular period; and does not warrant that any provider operates under zero-data-retention or no-training terms. Proxo will not be liable for a third-party AI provider's acts or omissions in respect of Customer Data processed under this Section 7.4(c), except to the extent liability cannot be excluded under applicable law.

(d) Enterprise arrangements. A Customer requiring that its Customer Data not be processed by any third-party AI provider, or requiring zero-data-retention or no-training terms, may address that requirement in an executed MSA under Section 1.5. Absent such an executed term, this Section 7.4(c) governs.

(e) Prompt refinement. The permitted prompt-refinement activity described in Section 11.3 does not constitute training under this Section 7.4.

7.5 Personal data. Proxo's processing of personal data in connection with the Platform is described in the Privacy Policy.

8. Prohibited Uses

The Customer will use the Platform only for lawful business purposes and in compliance with the Agreement and applicable law. Without limiting Section 6.2, the Customer will not use, and will not permit any Authorized User or third party to use, the Platform to: (a) violate any applicable law or regulation; (b) infringe or misappropriate any intellectual-property, privacy, publicity, or other right of any third party; (c) transmit any malicious code, or any material that is unlawful, defamatory, harmful, or fraudulent; or (d) gain or attempt to gain unauthorized access to the Platform, to other customers' data, or to any related systems or networks. A material violation of this Section is a material breach of the Agreement.

9. User Contributions

9.1 User Contributions. The Platform's interactive features allow the Customer's Authorized Users to input, upload, store, transmit, and otherwise create documents, files, content, and materials (collectively, "User Contributions") on or through the Platform. User Contributions are part of Customer Data and are governed by Section 7.

9.2 Representations and warranties. The Customer represents and warrants that (a) it owns or has the right to make available all User Contributions; (b) all User Contributions comply with the Agreement; and (c) the Customer (not Proxo) is responsible for the legality, accuracy, and appropriateness of User Contributions.

9.3 No third-party-liability assumption. Proxo is not responsible or liable to any third party for the content or accuracy of User Contributions.

10. Mobile Applications

10.1 The Platform may be made available through mobile applications distributed via the Apple App Store and Google Play (when available). The Customer's use of the mobile applications is subject to these Terms and to the Apple App Store Terms of Service or Google Play Terms of Service, as applicable.

10.2 As between Proxo and Apple Inc. or Google LLC, Proxo (not Apple or Google) is solely responsible for the mobile applications and their content. Apple and Google are third-party beneficiaries of these Terms with respect to the mobile applications and may enforce these Terms against the Customer; to the maximum extent permitted by law, Apple and Google disclaim all warranties regarding the mobile applications.

10.3 The Customer represents and warrants that the Customer is not located in a country subject to comprehensive US Government sanctions and is not listed on any US Government prohibited or restricted parties list.

11. AI Features

11.1 AI Features. The Platform includes features that use artificial intelligence ("AI Features"), including (a) document-extraction features that read uploaded receipts, invoices, bank statements, and other documents and extract structured data, and (b) conversational features that allow Authorized Users to query Customer Data and to instruct the Platform to create, update, archive, or approve cash-flow records, recurring transactions, vendor records, and approval requests, including in bulk. Outputs of the AI Features are "AI Outputs." Conversational actions that modify Customer Data are "AI-Initiated Actions."

11.2 Preview-then-confirm. Before any AI-Initiated Action modifies Customer Data, the Platform presents a preview of the proposed action to the Authorized User for explicit confirmation. The Authorized User confirming the preview is solely responsible for reviewing it and authorizing or canceling the action. By confirming the preview, the Authorized User authorizes the Platform to execute the action. Every AI-Initiated Action is logged in the Platform's audit log.

11.3 Prompt refinement permitted. Proxo may refine the prompts, instructions, few-shot examples, and post-processing logic that drive the AI Features, based on observed patterns in Customer Documents and on Authorized-User feedback on specific AI Outputs. Prompt refinement does not train, fine-tune, or update model weights and is not "training" for the purposes of Section 7.4.

11.4 Human involvement and autonomous operation. By default, every AI-Initiated Action passes through the preview-then-confirm step in Section 11.2 — a human gate. The Customer may, where offered, expressly opt in to fully-autonomous agentic operation of designated financial workflows (for example, creating, approving, or executing cash-flow records within Customer-defined limits and controls). Such consent must be explicit and informed, is scoped to the workflows, limits, and entities the Customer designates, and may be withdrawn at any time — upon withdrawal the human gate resumes immediately. Until that consent is given, the human-in-the-loop gate applies to every AI-Initiated Action. Where a decision would produce legal or similarly significant effects concerning an individual, Proxo relies on meaningful human involvement (the preview-then-confirm step) or, where the Customer has expressly opted into autonomous operation, on that explicit consent together with the safeguards in this Section — including the right to obtain human intervention, to express a point of view, and to contest the decision. Every AI-Initiated Action, whether human-confirmed or autonomous, is recorded in the Platform's audit log.

11.5 AI Output ownership. As between the Parties, the Customer owns AI Outputs to the same extent it owns the Customer Data inputs that produced them, subject to (a) Proxo's underlying intellectual-property rights in the Platform and the AI Features, and (b) the Customer's obligation not to use AI Outputs in violation of the Agreement or applicable law.

11.6 No professional advice. AI Outputs are informational only. AI Outputs do not constitute legal, financial, accounting, tax, medical, or other professional advice. The Customer is responsible for evaluating AI Outputs before relying on them.

11.7 AS IS / AS AVAILABLE. AI Outputs are generated probabilistically and may contain errors, omissions, or biases. AI Outputs are provided AS IS and AS AVAILABLE without warranties of any kind.

11A. Beta Features

11A.1 From time to time, Proxo may make available portions of the Platform that are designated as "Beta," "Early Access," "Preview," or otherwise as not generally available (collectively, "Beta Features"). Beta Features are made available solely for the purposes of evaluation and feedback.

The Customer's access to and use of any Beta Feature is subject to the following terms, which override any contrary provision of these Terms solely with respect to Beta Features. These feature-level Beta terms are distinct from the Platform-wide Public Beta status in Section 12: this Section 11A governs individual features separately designated as Beta, Early Access, or Preview (and carries the US\$100 per-feature liability cap in Section 11A.1(h)), while Section 12 governs the Platform as a whole during the Public Beta period (under the General Cap in Section 16). A feature-level Beta designation can apply both during and after the Platform's Public Beta period.

(a) AS IS and AS AVAILABLE; no warranties beyond Section 15.

(b) No service-level commitment. No availability, performance, or response-time commitment applies to Beta Features.

(d) Right to modify or discontinue. Proxo may modify, suspend, restrict access to, or discontinue any Beta Feature at any time, without notice and without liability.

(e) Not for production data. The Customer should not use Beta Features to process or store data on which the Customer relies for business operations, regulatory compliance, or financial record-keeping. Data entered into a Beta Feature may be lost or rendered inaccessible without notice.

(f) Confidentiality. Non-public information about a Beta Feature is Proxo's Confidential Information. The Customer may not disclose non-public information about a Beta Feature to any third party other than Authorized Users with a need-to-know who are bound by confidentiality obligations no less protective than these Terms.

(g) Feedback the Customer provides on a Beta Feature is Feedback under Section 13.3.

(h) Beta-Feature liability cap. Notwithstanding Section 16, Proxo's aggregate liability for any and all claims arising out of the Customer's access to or use of any Beta Feature shall not exceed one hundred US dollars (US\$100) per Beta Feature per twelve-month period.

(i) Beta-specific telemetry. Proxo may collect additional usage telemetry on Beta Features for evaluation and improvement. Section 7.4 (model training) continues to apply; any Beta-Feature telemetry used for first-party model development is limited to De-identified Customer Data and Aggregated Statistics under Section 7.4(a).

11A.2 First-use acknowledgment. When the Customer or any of its Authorized Users first accesses a Beta Feature, the Platform may present a notice identifying the feature as a Beta Feature and require the user to acknowledge these Beta-Features terms. The user's continued use after the notice constitutes acceptance of these terms on behalf of the Customer.

12. Public Beta Notice

12.1 Status. As of the Effective Date of these Terms, the Platform as a whole is offered as a Public Beta to paying customers. The current Public Beta status is disclosed at https://proxo.ai/legal/status.

12.2 Effect during Public Beta.

(a) The Platform is provided AS IS and AS AVAILABLE.

(b) Proxo targets approximately 99.5% monthly availability during Public Beta, but this is a target only: Proxo does not commit to a service level and does not offer service credits.

(c) Liability is capped at the General Cap in Section 16 (12 months of Fees paid, or US\$100 if greater); the US\$100 Beta-Feature liability cap in Section 11A applies only to feature-level Beta Features, not to the Public Beta period as a whole.

12.3 Exit. Proxo will exit Public Beta on the Public Beta Exit Date, defined as the earlier of (a) the date Proxo achieves SOC 2 Type 2 certification (or equivalent third-party security attestation), and (b) the date Proxo posts at https://proxo.ai/legal/status as the Public Beta Exit Date. Proxo will provide at least thirty (30) days' advance notice of the Public Beta Exit Date.

13. Intellectual Property

13.1 Proxo IP. As between the Parties, Proxo owns and retains all right, title, and interest in and to (a) the Platform, including all source code, model weights, prompts, system architecture, documentation, AI Features, trademarks, logos, and brand assets of Proxo; (b) all improvements, modifications, derivative works, and enhancements thereto; and (c) all Aggregated Statistics.

13.2 Customer IP. As between the Parties, the Customer owns Customer Data and the Customer's trademarks, logos, and other brand assets that the Customer submits to the Platform.

13.3 Feedback. "Feedback" means suggestions, ideas, comments, or other input that the Customer or any Authorized User provides to Proxo regarding the Platform. The Customer grants Proxo a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use Feedback for any purpose. Feedback does not include Customer Data, the Customer's Confidential Information, or any Personal Data; if a communication from the Customer combines Feedback with Customer Data or Confidential Information, only the Feedback portion is licensed under this Section 13.3.

14. Term and Termination

14.1 Term. These Terms take effect when the Customer first accepts them or first accesses the Platform, and continue until terminated under this Section 14.

14.2 Termination by the Customer. The Customer may terminate these Terms by canceling its subscription at any time from the in-Platform Account Settings. Termination is effective at the end of the then-current billing period.

14.3 Termination by Proxo for convenience. Proxo may terminate these Terms for convenience on sixty (60) days' written notice (via email to the Customer's billing contact). On any such termination, Proxo will refund pro-rated unused pre-paid Fees.

14.4 Termination by Proxo for cause. Proxo may terminate these Terms immediately, without cure period, on written notice if the Customer materially breaches the Agreement, commits fraud, or fails to pay Fees.

14.5 Effect of termination.

(a) All rights granted under Section 6 terminate.

(b) The Customer may export Customer Data through the Platform's data-export tools during the thirty (30)-day period after termination (the "Export Window").

(c) After the Export Window, Customer Data may be retained as described in the Privacy Policy (default retention of approximately 500 days after account closure, with discretionary retention thereafter).

(d) Customer-initiated deletion requests will be honored as described in the Privacy Policy where required by applicable law.

(e) Termination does not relieve the Customer of any accrued payment obligation.

14.6 Customer responsibility for records retention. The Customer is responsible for retaining its own financial records under applicable law (such as the U.S. Sarbanes-Oxley Act and the U.S. Internal Revenue Code). Proxo is not the Customer's long-term records archive; the Customer should export its data periodically and before termination if longer retention is required for the Customer's compliance.

15. Disclaimer of Warranties

15.1 EXCEPT AS EXPRESSLY SET OUT IN THE AGREEMENT, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

15.2 PROXO DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM WILL MEET THE CUSTOMER'S BUSINESS REQUIREMENTS.

15.3 AI OUTPUTS ARE GENERATED PROBABILISTICALLY AND MAY CONTAIN ERRORS, OMISSIONS, OR BIASES (PER SECTION 11).

15.4 SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS OR LIMITATIONS; THE DISCLAIMERS IN THIS SECTION 15 APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

16. Limitation of Liability

16.1 General cap. TO THE FULLEST EXTENT PERMITTED BY LAW, PROXO'S AGGREGATE LIABILITY (AND THE AGGREGATE LIABILITY OF PROXO'S AFFILIATES, LICENSORS, AND SERVICE PROVIDERS) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT OR RELATING TO THE PLATFORM, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY THE CUSTOMER TO PROXO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED US DOLLARS (US\$100) (the "General Cap").

16.2 Data Security Sub-Cap. Notwithstanding Section 16.1, Proxo's aggregate liability for damages arising out of Proxo's breach of its data-security obligations under the Agreement (including any incident in which Customer Data is acquired by an unauthorized third party as a result of Proxo's failure to maintain commercially reasonable safeguards) will not exceed two (2) times the General Cap (the "Data Security Sub-Cap").

16.3 Beta-Feature Sub-Cap. Proxo's aggregate liability for any claim arising out of the Customer's access to or use of any Beta Feature is capped at US\$100 per Beta Feature per twelve-month period, as set out in Section 11A.1(h).

16.4 Excluded damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROXO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS; LOST REVENUE; LOST GOODWILL; LOSS OF DATA (EXCEPT TO THE EXTENT CAUSED BY PROXO'S BREACH OF ITS DATA-SECURITY OBLIGATIONS); THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR BUSINESS INTERRUPTION.

16.5 Carve-outs. The General Cap and the Data Security Sub-Cap do NOT apply to (a) Proxo's indemnification obligations under Section 17; (b) Proxo's gross negligence, willful misconduct, or fraud; or (c) any liability that cannot be limited under applicable law.

17. Indemnification

17.1 Customer Indemnity. The Customer will defend, indemnify, and hold harmless Proxo and its officers, directors, employees, contractors, agents, affiliates, licensors, suppliers, successors, and assigns from and against any claim arising out of (a) the Customer's breach of the Agreement; (b) Customer Data and User Contributions (including any claim that Customer Data infringes a third party's rights or violates law); (c) any unauthorized use of the Platform by an Authorized User or any third party that has obtained access to the Customer's account; or (d) the Customer's tax liabilities under Section 5.5.

17.2 Proxo Indemnity. Proxo will defend, indemnify, and hold harmless the Customer and its officers, directors, employees, and agents from and against any third-party claim alleging that the Platform, as provided by Proxo and used in accordance with the Agreement, infringes the intellectual-property rights of a third party in the United States, the United Kingdom, or Canada. Proxo's sole and exclusive remedies for such an IP-infringement claim are to (a) procure for the Customer the right to continue using the Platform, (b) modify the Platform to be non-infringing, or (c) terminate the Customer's subscription and refund pro-rated unused pre-paid Fees.

17.3 Procedure. The indemnified Party will (a) promptly notify the indemnifying Party of the claim; (b) give the indemnifying Party sole control of the defense and settlement (provided that no settlement may impose a non-monetary obligation on the indemnified Party without that Party's written consent); and (c) provide reasonable cooperation in the defense at the indemnifying Party's expense.

18. Geographic Scope and Restrictions

18.1 The Platform is provided primarily for access and use by businesses located in the United States, the United Kingdom, and Canada. The Platform may from time to time be made available in additional jurisdictions; the Customer is responsible for ensuring that its use of the Platform complies with applicable local laws.

18.2 The Platform is not offered, and Authorized Users may not access the Platform from, any jurisdiction that is the subject of comprehensive US, UK, or Canadian sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine). The Platform may not be made available to any person on the US Treasury OFAC SDN List, the UK Office of Financial Sanctions Implementation consolidated list, or any equivalent sanctions list.

18.3 Cayman-resident exclusion. The Customer represents and warrants that it is not a company resident in the Cayman Islands and that its principal place of business is not located in the Cayman Islands.

18.4 Export and sanctions. The Platform, and the Customer's access to and use of it, may be subject to applicable export-control and economic-sanctions laws (including those of the United States, the United Kingdom, Canada, and the Cayman Islands). The Customer will not export, re-export, or transfer the Platform, or make it available to any restricted party or sanctioned jurisdiction, in violation of any such laws.

19. Governing Law; Venue; Dispute Resolution

19.1 Governing law. These Terms are governed by the laws of the Cayman Islands, without regard to its conflict-of-laws principles.

19.2 Binding arbitration. Except as provided in Section 19.5 (Equitable relief) below, any dispute, controversy, or claim arising out of or relating to these Terms or the Platform — including any question regarding its existence, validity, breach, or termination (a "Dispute") — shall be referred to and finally resolved by binding arbitration under the UNCITRAL Arbitration Rules then in force, conducted on an ad hoc basis under the Cayman Islands Arbitration Act (2012 Revision). The seat (legal place) of the arbitration is the Cayman Islands; the language of the arbitration is English; and the Dispute will be decided by a sole arbitrator. The appointing authority is the Chartered Institute of Arbitrators (CIArb). Hearings may be conducted remotely (by video conference), and the seat governs regardless of where any hearing is physically held. The existence of the arbitration, all submissions and evidence, and the award are confidential, except as necessary to enforce or challenge the award or as required by law. The arbitrator will allocate the costs of the arbitration (including the arbitrator's fees and the prevailing Party's reasonable legal costs) in the award, in the arbitrator's discretion. The award is final and binding on the Parties, and judgment on the award may be entered in any court of competent jurisdiction.

19.2.1 Expedited procedure. For any Dispute in which the total amount in controversy (excluding interest and costs) is less than US\$50,000, the arbitration will be conducted on an expedited, documents-only basis (without an oral hearing, unless the sole arbitrator determines one is necessary), and the arbitrator will use reasonable efforts to render the award within ninety (90) days of the arbitrator's appointment.

19.3 Class-action waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING; THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

19.4 Limitation on time to file claims. Any cause of action or claim arising out of or relating to these Terms must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred (except where applicable law prohibits such limitation).

19.5 Equitable relief. Notwithstanding the agreement to arbitrate in Section 19.2, either Party may seek interim or permanent equitable relief (including injunctive relief and specific performance) from the courts of the Cayman Islands to address (a) a breach or threatened breach of Section 7 (Customer Data), Section 13 (Intellectual Property), or the confidentiality terms of the Agreement, or (b) a violation of either Party's intellectual-property rights.

20. Changes to These Terms

20.1 Proxo may revise these Terms from time to time. Non-material revisions take effect when posted at https://proxo.ai/legal/terms. Material revisions (revisions that materially affect the Customer's payment obligations, data rights, intellectual property rights, liability, indemnification, dispute-resolution provisions, or termination rights) will be notified to the Customer's billing contact by email at least thirty (30) days before they take effect, unless the change is required by law.

20.2 If the Customer does not agree to a material revision, the Customer may terminate the subscription before the revision takes effect, and Proxo will refund pro-rated unused pre-paid Fees.

20.3 The current version of these Terms is always posted at https://proxo.ai/legal/terms. A changelog of material revisions is posted at https://proxo.ai/legal/changelog#terms.

21. Miscellaneous

21.1 Notices. Notices to Proxo must be sent to legal@proxo.ai (subject line indicating the topic, e.g., "Legal Notice"). Notices to the Customer will be sent to the email address on file for the Customer's billing contact.

21.2 Assignment. The Customer may not assign these Terms without Proxo's prior written consent. Proxo may assign these Terms to a successor entity in connection with a merger, acquisition, reorganization, change of control, or sale of substantially all assets. Proxo will notify the Customer of any such assignment within thirty (30) days; the Customer may terminate within sixty (60) days of receiving notice if the assignment is to a competitor of the Customer or to an entity in a sanctioned jurisdiction.

21.3 Force majeure. Neither Party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control.

21.4 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and the invalid provision will be deemed amended to the minimum extent necessary to make it valid and enforceable.

21.5 Waiver. Any waiver must be in writing. A waiver of any breach is not a waiver of any subsequent breach.

21.6 No third-party beneficiaries. Except as expressly set out (including Apple and Google under Section 10), these Terms do not create third-party-beneficiary rights.

21.7 Independent contractors. The Parties are independent contractors.

21.8 Entire agreement. These Terms, together with the Privacy Policy and (for Enterprise Customers) the MSA and Order Form, constitute the entire agreement between the Parties with respect to the Platform and supersede all prior or contemporaneous understandings.

21.9 Order of precedence. In the event of conflict among the documents comprising the Agreement, the order of precedence is: (1) any executed MSA and Order Form; (2) these Terms; (3) the Privacy Policy; (4) the Documentation.

22. Contact

Questions about these Terms should be sent to support@proxo.ai with the subject line "Legal – Terms of Use Inquiry".

Proxo Ltd, 103 South Church Street, PO Box 472, Grand Cayman KY1-1106, Cayman Islands.

End of Terms of Use.

AGREED AND ACCEPTED BY THE CUSTOMER UPON ACCESS TO OR USE OF THE PLATFORM.