Terms of Service

Last Updated: 08 May 2025

1. Introduction and Acceptance

Welcome to ProxAI. These Terms of Service (“Terms”) constitute a legally binding agreement between you and ProxAI (“we,” “our,” or “us”) governing your use of the ProxAI unified API interface, ProxDash dashboard, and related services (collectively, the “Services”).

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Service Description

ProxAI provides a unified API interface that allows you to connect to and interact with various third-party AI providers through a single integration. Our Services include the ProxAI Python SDK, ProxDash monitoring dashboard, and related tools for managing AI interactions.

3. Relationship Between Web Services and Python Library

The ProxAI ecosystem consists of two main components:

The web application and dashboard (ProxDash), which is governed by these Terms of Service
The open-source Python library, which is licensed separately

3.2. Scope of These Terms

These Terms of Service apply only to your use of the web application and dashboard. Your use of the ProxAI Python library is governed by its separate open-source license.

3.3. Python Library Licensing

The ProxAI Python library is open-source software governed by its own license terms, which can be found at https://github.com/proxai/proxai/LICENSE. Your use of the Python library is subject to those license terms.

3.4. Integration Between Components

While the Python library and web services are separate products, they are designed to work together. Using certain features of the Python library may require interaction with our web services, in which case these Terms will apply to that interaction.

4. Account Registration and Security

4.1. Account Creation

To use certain features of the Services, you must create 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.

4.2. Account Security

You are responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

4.3. API Key Management

You are responsible for the security of all API keys, authentication tokens, and credentials associated with your account, including third-party provider keys you configure for use with our Services. You agree not to share your API keys or account credentials with any unauthorized parties.

5. Subscription and Payment

5.1. Subscription Plans

We offer various subscription plans for our Services. The features, limitations, and pricing for each plan are described on our pricing page. We reserve the right to modify our subscription plans and pricing at any time.

5.2. Payment Terms

You agree to pay all fees applicable to your subscription plan. All payments are non-refundable except as expressly provided in these Terms or as required by applicable law.

5.3. Billing Cycles

Subscription fees are billed in advance on a monthly or annual basis, depending on your selected billing cycle. Usage-based fees may be billed in arrears based on your actual usage of the Services.

5.4. Automatic Renewal

Your subscription will automatically renew at the end of each billing cycle unless you cancel it prior to the renewal date. You authorize us to charge your payment method for the subscription fees at the beginning of each billing cycle.

5.5. Free Trials

We may offer free trials of our Services. At the end of the trial period, you will be automatically charged for the applicable subscription unless you cancel prior to the end of the trial.

6. API Usage and Limitations

6.1. Usage Quotas and Rate Limits

Your use of the Services may be subject to usage quotas and rate limits, as described in your subscription plan or as otherwise communicated by us. We reserve the right to enforce these limits, and your access may be throttled or denied if you exceed them.

6.2. Prohibited Uses

You agree not to use the Services for any purpose that is unlawful, harmful, or prohibited by these Terms. Prohibited uses include, but are not limited to:

Generating, transmitting, or storing content that is illegal, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable
Attempting to bypass or circumvent any usage limitations or security measures
Reverse engineering, decompiling, or disassembling the Services
Using the Services to develop a competing product or service
Conducting security tests or vulnerability scans without our express permission
Utilizing the Services in a manner that places an unreasonable load on our infrastructure

6.3. Third-Party Provider Terms and Limitations

6.3.1. Compliance with Provider Terms

Your use of third-party AI provider services through our platform is subject to the terms of service, privacy policies, and other agreements of those providers. You are responsible for complying with these third-party terms, and we cannot be held liable for any violations.

6.3.2. Provider-Specific Limitations

Each AI provider may have their own:

Usage limits and quotas
Content policies and restrictions
Data processing and retention practices
Service level agreements and uptime guarantees
Pricing and billing structures

Our Services do not modify or override these provider-specific limitations, and you are responsible for understanding and complying with each provider’s terms.

6.3.3. Service Availability

We do not guarantee the availability, functionality, or continued existence of any third-party AI provider service. Providers may change, limit, or discontinue their services at any time, which may affect your ability to use those providers through our platform.

6.3.4. Content Processing by Third Parties

Any content you submit through our Services to third-party AI providers is processed according to those providers’ terms and policies. We do not control and are not responsible for how these providers handle, process, store, or use your content.

7. Intellectual Property Rights

7.1. Our Intellectual Property

The Services, including all software, designs, text, graphics, logos, and other content, are owned by us or our licensors and are protected by copyright, trademark, patent, and other intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services as provided in these Terms.

7.2. Your Content

You retain ownership of any content you submit, upload, or process through the Services (“User Content”). By using the Services, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and distribute your User Content solely to provide and improve the Services.

7.3. Feedback

If you provide us with suggestions, feedback, or ideas related to the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, create derivative works of, distribute, and otherwise exploit such feedback for any purpose.

8. Data Privacy and Security

8.1. Privacy Policy

Our Privacy Policy, available at https://www.proxai.co/resources/legal/privacy-policy, describes how we collect, use, and share information in connection with your use of the Services. By using the Services, you consent to the collection, use, and sharing of your information as described in the Privacy Policy.

8.2. Data Security

We implement reasonable security measures to protect your data. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security. You are responsible for maintaining the security of your account credentials and API keys.

8.3. Sub-processors

We engage certain third-party service providers to help us deliver the Services. For a current list of sub-processors, please visit our Service Providers page. We will provide notice before adding new sub-processors as described on that page.

8.4. Data Deletion

You may request deletion of your account and associated data at any time. Upon such request, we will permanently delete all your personal data from our systems, except where we are legally required to retain certain information.

If you are located in the European Economic Area (EEA), United Kingdom, or Switzerland, we respect your data protection rights as outlined in our Privacy Policy. This includes information about legal bases for processing, international data transfers using appropriate safeguards, and how to exercise your data subject rights. For any questions related to data protection in these regions, please contact our Data Protection Officer at privacy@proxai.co.

9. Service Modifications

9.1. Changes to the Services

We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice. We will not be liable to you or any third party for any such modifications, suspensions, or discontinuations.

9.2. API Changes

We may change our APIs from time to time. For significant changes that may affect your use of the Services, we will provide notice through our documentation, email, or other reasonable means. Your continued use of the Services after such changes constitutes your acceptance of the modified APIs.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AI OUTPUTS, RESULTS, OR OTHER INFORMATION OBTAINED THROUGH THE SERVICES.

10.1. Third-Party AI Provider Disclaimers

IN ADDITION TO THE ABOVE DISCLAIMERS, WE SPECIFICALLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS REGARDING THIRD-PARTY AI PROVIDERS AND THEIR SERVICES, INCLUDING:

THE AVAILABILITY OR CONTINUED OPERATION OF ANY THIRD-PARTY AI SERVICE
THE ACCURACY, QUALITY, OR APPROPRIATENESS OF ANY OUTPUT GENERATED BY A THIRD-PARTY AI SERVICE
THE SECURITY OR PRIVACY PRACTICES OF ANY THIRD-PARTY AI PROVIDER
THE COMPLIANCE OF ANY THIRD-PARTY AI SERVICE WITH APPLICABLE LAWS OR REGULATIONS
THE SUITABILITY OF ANY THIRD-PARTY AI SERVICE FOR YOUR PARTICULAR NEEDS OR PURPOSES

WE ACT SOLELY AS A TECHNICAL INTERMEDIARY BETWEEN YOU AND THIRD-PARTY AI PROVIDERS, AND YOU ACKNOWLEDGE THAT YOUR USE OF THESE THIRD-PARTY SERVICES IS AT YOUR OWN RISK.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICES.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNT PAID BY YOU TO US FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11.1. Third-Party Provider Liability

WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR LIABILITIES ARISING FROM:

ANY ACTION OR INACTION OF ANY THIRD-PARTY AI PROVIDER
ANY CONTENT GENERATED BY OR SUBMITTED TO ANY THIRD-PARTY AI SERVICE
ANY UNAUTHORIZED ACCESS TO OR USE OF THIRD-PARTY AI SERVICES THROUGH YOUR ACCOUNT OR API KEYS
ANY CHANGES, LIMITATIONS, OR DISCONTINUATION OF ANY THIRD-PARTY AI SERVICE

12. Indemnification

You agree to indemnify, defend, and hold harmless ProxAI and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including attorney’s fees) arising from or relating to:

Your use of the Services
Your violation of these Terms
Your violation of any third-party rights, including intellectual property rights or privacy rights
Your User Content
Any actions taken using your account credentials or API keys

13. Term and Termination

13.1. Term

These Terms will remain in effect until terminated by you or us.

13.2. Termination by You

You may terminate these Terms at any time by canceling your account or ceasing to use the Services.

13.3. Termination by Us

We may terminate or suspend your access to the Services at any time, without prior notice or liability, for any reason, including, but not limited to, if you breach these Terms.

13.4. Effect of Termination

Upon termination, your right to use the Services will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

14. Dispute Resolution

14.1. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

14.2. Arbitration

Any dispute arising from or relating to these Terms or the Services shall be resolved by binding arbitration in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction.

14.3. Class Action Waiver

Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity.

14.4. Exceptions

Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Services.

15. General Provisions

15.1. Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and us regarding the Services.

15.2. Changes to Terms

We may update these Terms from time to time. We will notify you of any changes by posting the new Terms on this page and updating the “Last Updated” date at the top. For a transparent record of all significant changes to our legal documentation, please visit our Legal Updates.

15.3. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

15.4. No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.

15.5. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign these Terms without restriction.

15.6. Notices

We may provide notices to you via email, regular mail, or postings on the Services. Notices to us should be sent to legal@proxai.co.

16. Contact Information

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