Terms of Service

2. Service Description

Proxon provides software for discovering, managing, and improving AI usage across organizations. The Service may include:

• AI usage visibility across tools, agents, workflows, prompts, models, and teams.
• Cost intelligence, forecasting, anomaly detection, and optimization recommendations.
• Compliance, policy, audit, and security monitoring workflows.
• Inventory and ownership records for AI tools, agents, MCP servers, data sources, and related assets.
• Adoption, outcomes, benchmarking, and knowledge-sharing features.
• Integration tools, APIs, browser extensions, proxy layers, desktop observers, and related connectors.

3. Eligibility and Account Registration

1. You must be at least 18 years old and have authority to enter into these Terms on behalf of your organization.
2. You must provide accurate, complete, and current registration information and maintain the security of your account credentials.
3. You are responsible for all activities that occur under your account.

4. Acceptable Use

Permitted Use

You may use the Service solely for legitimate internal business purposes related to managing AI usage, adoption, cost, compliance, and outcomes within your organization.

Prohibited Activities

You agree not to:

• Use the Service to transmit malicious code, viruses, or harmful content.
• Engage in fraudulent activities or misrepresent the source of data, workflows, or events.
• Reverse engineer, decompile, or attempt to extract the Service's source code.
• Use the Service to compete with Proxon or build a competing product.
• Exceed rate limits or attempt to circumvent usage restrictions.
• Share account credentials or allow unauthorized access.
• Submit data that you do not have the right to process through the Service.
• Violate any applicable laws, regulations, or third-party rights.

You are solely responsible for ensuring your use of the Service complies with applicable laws, including data protection, employment, monitoring, cybersecurity, privacy, and telecommunications regulations.

5. Your Data and Privacy

1. Customer Data Ownership. You retain all ownership rights to data you submit to the Service, including account, usage, workflow, employee, agent, prompt, model, and integration data ("Customer Data").
2. License to Process Data. You grant Proxon a worldwide, limited-term license to host, process, transmit, and display Customer Data solely to provide the Service.
3. Data Responsibilities. You represent and warrant that you have obtained all necessary consents, permissions, and notices to submit Customer Data to Proxon and process it through the Service.
4. Data Protection. Proxon will maintain appropriate technical and organizational measures to protect Customer Data as described in applicable documentation and agreements.
5. Prohibited Data. Unless explicitly agreed in writing, you may not transmit highly sensitive data subject to special regulation, including protected health information, full payment card data, social security numbers, or similar government identifiers.

6. Usage Limits and Restrictions

1. Your subscription includes specified limits on monitored users, AI events, integrations, data retention, API calls, and other usage metrics as detailed in your Order Form.
2. Proxon may implement rate limiting, throttling, or temporary suspension if your usage significantly exceeds plan limits or threatens system stability.
3. Overages may result in additional charges as specified in your pricing plan or Order Form.

7. Intellectual Property

1. Proxon IP. Proxon and its licensors retain all rights, title, and interest in the Service, including all intellectual property rights.
2. Customer IP. Subject to the limited license above, you retain all rights to your Customer Data and applications.
3. Feedback. Any suggestions, ideas, or feedback you provide about the Service may be used by Proxon without obligation or compensation to you.
4. Usage Data. Proxon may collect and use aggregated, anonymized usage data for product improvement, analytics, benchmarking, and security purposes.

8. Fees and Payment

1. You agree to pay all fees specified in your Order Form or pricing plan.
2. Unless otherwise specified, fees are due within 30 days of invoice date.
3. Subscriptions automatically renew for equivalent periods unless you provide written notice of non-renewal at least 30 days before the current term ends.
4. Late payments may incur interest at 1.5% per month, or the maximum rate permitted by law, and may result in service suspension after 15 days' written notice.
5. Fees are non-refundable except as expressly stated in these Terms or required by law.
6. Fees exclude all applicable taxes, which are your responsibility unless you provide a valid tax exemption certificate.

9. Free Trials and Beta Features

1. Free trials and beta features are provided "AS IS" without warranties.
2. Proxon may modify or terminate beta features at any time without notice.
3. Data entered during free trials may be deleted upon trial expiration unless you convert to a paid subscription.
4. Proxon has no liability for issues arising from free trials or beta features, except where prohibited by law.

10. Service Level and Availability

1. Proxon will use commercially reasonable efforts to make the Service available 24/7, excluding scheduled maintenance and unplanned outages.
2. Specific uptime commitments and service credits, if any, are detailed in a separate Service Level Agreement.
3. Proxon is not responsible for unavailability caused by factors beyond our reasonable control, including third-party services, your infrastructure, or force majeure events.

11. Suspension and Termination

1. Proxon may immediately suspend access if your usage violates these Terms or applicable laws, poses a security risk, threatens system integrity, or you fail to pay fees when due after written notice.
2. Either party may terminate if the other materially breaches these Terms and fails to cure within 30 days of written notice.
3. Either party may terminate by providing 30 days' written notice before the end of the current subscription term.
4. Upon termination, you must cease using the Service, remain liable for fees incurred through the termination date, and may retrieve Customer Data for 30 days post-termination unless otherwise specified.

12. Warranties and Disclaimers

1. Each party warrants that it has authority to enter into these Terms.
2. Proxon warrants that the Service will perform materially in accordance with our documentation. Your sole remedy for breach is re-performance or, if Proxon cannot cure within a reasonable time, a pro-rata refund of prepaid fees for the non-conforming Service.
3. Except as expressly stated, the Service is provided "AS IS" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. Proxon does not warrant that the Service will be uninterrupted, error-free, or secure.

13. Limitation of Liability

1. Except for indemnification claims, each party's total liability arising from these Terms shall not exceed the amount paid by you in the 12 months preceding the claim.
2. For indemnification claims, total liability shall not exceed three times the amount paid by you in the 12 months preceding the claim.
3. Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or lost data, even if advised of the possibility.
4. These limitations do not apply to indemnification obligations, payment obligations, breach of acceptable use or intellectual property obligations, or liability that cannot be limited by law.

14. Indemnification

1. By Proxon. Proxon will defend you against third-party claims that the Service infringes a patent, copyright, or trademark, and will pay resulting judgments or settlements.
2. By You. You will defend Proxon against third-party claims arising from your Customer Data, your use of the Service in violation of these Terms, or your violation of applicable laws.
3. The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and grant sole control over defense and settlement, provided settlements do not include liability admissions by the indemnified party.

15. Confidentiality

Each party agrees to protect the other party's confidential information using at least reasonable care, and not to disclose or use it except as necessary to perform under these Terms. Your Customer Data is your confidential information. The Service, pricing, and these Terms are Proxon's confidential information. Confidential Information excludes information that is publicly available, rightfully known prior to disclosure, independently developed, or received from a third party without confidentiality obligations.

16. Third-Party Services

The Service may integrate with third-party services, including AI providers, communication tools, observability tools, identity providers, data warehouses, and other systems. Your use of third-party services is governed by their respective terms. Proxon is not responsible for third-party services, their availability, performance, or data practices.

17. Changes to Service and Terms

1. Proxon may modify the Service or these Terms by providing 30 days' notice for material changes that negatively impact you.
2. Continued use of the Service after changes take effect constitutes acceptance of the modified Terms.
3. Proxon will not materially diminish security protections during your subscription term.

18. General Provisions

1. Governing Law. These Terms are governed by the laws of the State of Delaware, excluding conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods.
2. Jurisdiction. Any disputes shall be resolved exclusively in state or federal courts located in Wilmington, Delaware.
3. Assignment. You may not assign these Terms without Proxon's prior written consent. Proxon may assign these Terms to an affiliate or in connection with a merger or sale of substantially all assets.
4. Force Majeure. Neither party is liable for delays or failures caused by events beyond reasonable control, excluding payment obligations.
5. Export Compliance. You will comply with all applicable export control laws and will not provide access to the Service to sanctioned parties or embargoed jurisdictions.
6. Entire Agreement. These Terms, together with your Order Form and referenced documents, constitute the entire agreement and supersede all prior agreements regarding the subject matter.
7. Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary while preserving the parties' intent.
8. Notices. Legal notices must be sent to legal@vortexsoftware.com with "Legal Notice" in the subject line.
9. No Waiver. Failure to enforce any provision does not waive the right to enforce it later.
10. Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, agency, or employment relationship.

For questions about these Terms, contact legal@vortexsoftware.com.