Terms of Service

These Terms of Service (the "Terms") are a binding agreement between Proxxie ("Proxxie," "we," "us" or "our") and the person or organisation that creates an account or otherwise uses the Proxxie platform at theproxxie.com and app.theproxxie.com, the Proxxie chat widget, and related services (together, the "Service"). "You" and "Customer" mean that person or organisation.

By creating an account, clicking to accept, or using the Service, you agree to these Terms and to our Privacy Policy, which is part of this agreement. If you do not agree, do not use the Service.

1. Eligibility and accounts

• You must be at least 18 years old and able to form a binding contract.
• The Service is for business use. If you sign up on behalf of a company, agency or other organisation, you confirm that you have authority to bind it, and "you" includes that organisation.
• You must give accurate, current account information and keep it updated, including the email address we use to reach you.
• You are responsible for everything that happens under your account, for keeping your password confidential, and for telling us at support@theproxxie.com as soon as you suspect unauthorised use. We are not liable for loss caused by someone using your account with your password.
• One person may not hold more than one free trial, and you may not create accounts for anyone else without their permission.

2. What the Service does

Proxxie lets you build an AI chatbot, train it on content you provide, and add it to a website with a line of code. The chatbot answers visitors' questions from that content and, when a visitor chooses to share them, records the visitor's name and email address as a lead. It does not book appointments, take payments, or act on a visitor's behalf.

Chatbot replies are generated automatically by artificial intelligence. They can be incomplete, outdated or wrong, including when the content you provided is accurate. You are responsible for the content you give the chatbot, for reviewing how it answers before you activate it, for monitoring its answers afterwards, and for every statement it makes to your visitors. Replies are not legal, medical, financial or other professional advice, and you must not present them as such.

We may change, add or remove features of the Service at any time. If a change materially reduces the core functionality of your plan, we will tell you by email at least 30 days before it takes effect, and you may cancel for a pro-rated refund of any prepaid, unused fees for the remainder of your term.

3. Free trial

New accounts get a free trial of 14 days with full access to the features of their plan and no credit card required. When the trial ends, your account becomes read-only until you subscribe: you can still sign in and view your data, but chatbots stop responding on your websites and you cannot create or edit anything. If you do not subscribe within 90 days after the trial ends, we may delete the account and its content. We may change or withdraw the free trial for new accounts at any time.

4. Plans, fees and billing

Plans. Current plans and prices are shown on our pricing page and in the dashboard. Each plan has limits, including a maximum number of chatbots, and we may apply reasonable usage limits (for example, on the volume of chat messages or knowledge base content) to keep the Service reliable for everyone. We will tell you if your usage is approaching a limit that would affect you.

Payment. Fees are billed in advance, monthly or annually depending on the plan you choose, in US dollars, through our payment processor Stripe. By subscribing you authorise us and Stripe to charge your payment method for the plan you selected, and for each renewal, until you cancel. You must keep a valid payment method on file.

Automatic renewal. Your subscription renews automatically at the end of each billing period (monthly or annually) at the then-current price for your plan, unless you cancel before the renewal date.

Founding members. If your account was accepted as a founding member, your subscription price is locked for as long as your subscription continues without interruption. The lock ends if you cancel, your subscription lapses for non-payment, or you change to a different plan.

Price changes. We may change prices for a plan by giving you at least 30 days' notice by email. The new price applies from your next renewal after the notice period. If you do not agree, cancel before that renewal.

Plan changes. You can upgrade or downgrade through the billing portal. Upgrades take effect immediately and the difference is charged pro rata for the rest of the current period. Downgrades take effect at the next renewal; if your current usage exceeds the new plan's limits (for example, more chatbots than it allows), you must bring it within the limits first.

Taxes. Prices exclude sales tax, VAT, GST and similar taxes. If we are required to collect them, they will be added to your invoice. You are responsible for any taxes due on your use of the Service other than taxes on our income.

Failed payments. If a payment fails, we will notify you by email and retry the payment. If all retries fail, your subscription is cancelled, your chatbots stop responding and your account becomes read-only until you reactivate a plan. You remain responsible for unpaid fees.

5. Cancellation and refunds

You can cancel your subscription at any time from the billing portal in the dashboard. Cancellation takes effect at the end of the current billing period; you keep full access until then, and you will not be charged again. We do not give refunds or credits for partial periods, unused chatbots, downgrades, or periods in which you did not use the Service, except where these Terms or applicable law require it.

After cancellation your account becomes read-only, as described in section 3, and we may delete it and its content 90 days after the subscription ends. Copy anything you need before then, or email legal@theproxxie.com for a copy of your data.

6. Your content

Ownership. You keep all rights to the content you add to the Service: knowledge base text and pages, chatbot instructions and messages, branding, client names, and the leads and conversations your chatbots collect ("Customer Content"). We claim no ownership of it.

Licence to us. You grant Proxxie a worldwide, non-exclusive, royalty-free licence to host, store, copy, process, transmit and display Customer Content solely as needed to provide, secure and support the Service for you, including sending it to the service providers listed in our Privacy Policy. This licence ends when the content is deleted from the Service, except for copies in routine backups for the period stated in the Privacy Policy. We do not use Customer Content to train AI models and do not allow our AI provider to.

Your responsibilities. You confirm that you have the rights needed to use Customer Content with the Service and to grant the licence above, that it does not infringe anyone's intellectual property, privacy or other rights, and that it complies with the law and these Terms. Do not add content you do not have the right to use, including other people's copyrighted material or personal information collected without permission. Do not add passwords, payment card numbers, government identification numbers, health records or other sensitive personal information.

Accuracy. You are responsible for keeping Customer Content accurate and up to date, including prices, availability, policies and legal statements that your chatbot repeats to visitors.

7. Visitor data and your obligations as a business

When you add a chatbot to a website, the people who chat with it ("Chat Visitors") are sharing information with you, not with Proxxie. For that information:

• You are the controller (or business) and Proxxie is your processor (or service provider). Proxxie will process Chat Visitor information only to provide the Service as described in these Terms and the Privacy Policy, and on your documented instructions, which these Terms and your settings in the dashboard constitute.
• You must have, and link to, a privacy policy on each website that uses the Service that discloses the chatbot, the information it collects (including names and email addresses) and how you use it, and you must obtain any consents or provide any notices that the law of your jurisdiction and your visitors' jurisdictions require.
• You must use leads and conversations lawfully, including complying with anti-spam, telemarketing and data protection laws (such as CAN-SPAM, CASL, GDPR and the CCPA) when you contact visitors.
• You must handle Chat Visitors' requests to access, correct or delete their information. The dashboard lets you delete leads and conversations; we will help with anything it does not cover, and we will forward any request we receive directly.
• You must not use the Service to collect information from children under 16, or to collect sensitive personal information from visitors.
• You must configure a conversation history retention period that is appropriate for your purposes and the law that applies to you.

We will keep Chat Visitor information confidential, apply the security measures described in our Privacy Policy, notify you without undue delay of a personal data breach affecting it, delete or return it at the end of your subscription as described in section 5, and assist you, as reasonably needed, with your own data protection obligations. If you need a signed data processing agreement (including Standard Contractual Clauses), email legal@theproxxie.com.

8. Agencies and clients

If you use the Service to build chatbots for your own clients:

• You may resell access to the chatbots you build, at prices you set, and on Growth and Pro plans you may present them under your own brand without Proxxie branding on the widget.
• You remain our Customer for every chatbot in your account. You are responsible for your clients' content, websites and visitors as if they were your own, for passing on the obligations in sections 6, 7 and 9 to them, and for any breach by a client.
• You must not misrepresent the Service's capabilities to clients, make promises about results, or present Proxxie as the author or guarantor of your client agreements.
• Your clients have no direct rights under these Terms. If a client wants its own Proxxie account, it must create one.
• You may not resell, sublicense or provide the Service on a standalone basis (for example, giving a client dashboard access as a substitute for their own subscription), or build a competing service using it.

9. Acceptable use

You must not, and must not allow anyone else to:

• use the Service for anything unlawful, deceptive or fraudulent, or in a way that violates anyone's rights;
• deploy a chatbot that impersonates a person or organisation, that pretends to be human when asked, or that is directed to children;
• use the Service to send spam or unsolicited messages, or to harvest personal information without permission;
• add content or instructions that are defamatory, obscene, hateful, harassing, that promote violence or illegal activity, or that generate such content;
• use the Service to provide, or to appear to provide, regulated professional advice without the required licences, or in any high-risk context where a wrong answer could cause serious harm, including medical, legal, emergency, safety or financial decisions;
• probe, scan or test the vulnerability of the Service, bypass its security or usage limits, share account credentials, or access another customer's data;
• copy, modify, reverse-engineer or create derivative works of the Service, or extract its source code except where the law allows it;
• interfere with the Service or place an unreasonable load on it, including through automated use not permitted by us;
• remove the "Powered by Proxxie" notice on plans that include it; or
• use the Service to build or train a competing product.

We may remove content, deactivate a chatbot, or suspend an account that we reasonably believe breaches this section, and will tell you when we do unless the law prevents it or the matter is urgent.

10. Third-party services

The Service relies on third-party providers, including an AI model provider, a payment processor, an email delivery provider and hosting providers, listed in our Privacy Policy. Their availability and performance are outside our control. Stripe's own terms apply to your payments, and the terms of any website platform you add the widget to apply to that website. We are not responsible for third-party websites that link to the Service or that you link to from your chatbot.

11. Our intellectual property

The Service, including its software, design, widget, documentation, logos and content we create, is owned by Proxxie and its licensors and protected by copyright, trademark and other laws. These Terms give you a limited, non-exclusive, non-transferable, revocable right to use the Service during your subscription in accordance with these Terms, and no other rights. "Proxxie" and our logo are our trademarks; you may use them only to identify the Service as described in these Terms (for example, the "Powered by Proxxie" notice) or with our written permission.

If you send us feedback, suggestions or ideas about the Service, we may use them without restriction or payment, but we will not identify you as the source without your permission.

12. Confidentiality

Each of us will keep the other's non-public information confidential, use it only for the purposes of these Terms, and protect it with reasonable care. This includes your Customer Content and our pricing offers, roadmaps and unreleased features. It does not include information that is public, already known to the recipient, independently developed, or that must be disclosed by law (with notice to the other party where allowed).

13. Availability and support

We aim to keep the Service available at all times but do not guarantee uninterrupted or error-free operation. We may suspend the Service for maintenance, security or legal reasons, and will give notice in advance when practicable. Support is by email at support@theproxxie.com; response targets vary by plan and are described on the pricing page. Features marked beta, preview or early access may change or be withdrawn at any time and are provided without any warranty.

14. Disclaimer of warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, PROXXIE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT CHATBOT REPLIES WILL BE ACCURATE, COMPLETE OR APPROPRIATE, THAT THE SERVICE WILL BE SECURE, TIMELY OR FREE OF ERRORS, OR THAT YOU WILL OBTAIN ANY LEADS, SALES, SAVINGS OR OTHER RESULTS. YOU USE THE SERVICE AND RELY ON ITS OUTPUT AT YOUR OWN RISK.

15. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

• PROXXIE AND ITS OWNERS, EMPLOYEES, CONTRACTORS, SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA OR USE, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• PROXXIE'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES YOU PAID TO PROXXIE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR US $100 IF YOU HAVE PAID NO FEES.
• PROXXIE IS NOT LIABLE FOR ANYTHING A CHATBOT SAYS TO A VISITOR, FOR ANY ACTION TAKEN IN RELIANCE ON A CHATBOT'S REPLY, OR FOR YOUR OR YOUR CLIENTS' USE OF LEADS AND CONVERSATIONS.

These limits apply together and are an essential part of the bargain between us. They do not limit liability that cannot be limited by law, including liability for fraud or for death or personal injury caused by negligence. Some jurisdictions do not allow some of these limits, so some may not apply to you.

16. Indemnification

You will defend, indemnify and hold harmless Proxxie and its owners, employees, contractors and suppliers from any claim, demand, loss, liability, cost or expense (including reasonable legal fees) arising out of or relating to: Customer Content; your websites and your clients' websites; your use of the Service in breach of these Terms or the law; your collection, use or handling of Chat Visitor information; statements made by your chatbots; or any dispute between you and a client or visitor. We will notify you promptly of any such claim, let you control the defence (we may participate at our own cost), and will not settle a claim in a way that admits fault on your behalf without your consent. You may not settle a claim in a way that imposes obligations on Proxxie without our written consent.

17. Suspension and termination

By you. You may stop using the Service and cancel at any time as described in section 5.

By us. We may suspend or terminate your account, with notice where practicable, if you materially breach these Terms and do not cure the breach within 10 days of our notice (or immediately for breaches that cannot be cured or that create risk to the Service, other customers, visitors or third parties), if your fees are unpaid as described in section 4, if we are required to by law, or if we discontinue the Service, in which case we will give at least 30 days' notice and refund any prepaid fees for the period after the discontinuation.

Effect. On termination your right to use the Service ends, chatbots stop responding, and we will delete your account and Customer Content as described in section 5 and the Privacy Policy. Sections that by their nature should survive (including 4 for unpaid fees, 6, 7, 11, 12, 14, 15, 16, 18 and 19) survive termination.

18. Governing law and disputes

These Terms are governed by the laws of the State of Washington, United States, without regard to its conflict of laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting any legal action, you agree to email legal@theproxxie.com describing the dispute and to try in good faith to resolve it with us for at least 30 days. Any dispute that is not resolved will be brought exclusively in the state or federal courts located in King County, Washington, and each of us consents to the personal jurisdiction of those courts. Either of us may seek an injunction or other urgent relief in any competent court to protect intellectual property or confidential information. Any claim must be brought within one year after it arises, or it is permanently barred, except where the law does not allow this. To the extent permitted by law, each of us waives any right to a jury trial and agrees that disputes will be resolved individually and not as a plaintiff or class member in any class or representative action.

19. General terms

• Changes to these Terms. We may update these Terms. We will post the new version with a new "Last updated" date and, for material changes, notify account holders by email or in the dashboard at least 14 days before the change takes effect. Continued use after that date means you accept the new Terms; if you do not, cancel before then.
• Entire agreement. These Terms, the Privacy Policy and any plan details shown at the time of purchase are the entire agreement between us about the Service and replace all earlier agreements and communications. Any terms in a purchase order or other document you send us do not apply.
• Assignment. You may not transfer these Terms or your account without our written consent. We may assign them to an affiliate or to a successor in a merger, acquisition or sale of assets, and will notify you if we do.
• Notices. We will send notices to the email address on your account; you are responsible for keeping it current. Send notices to us at legal@theproxxie.com.
• Force majeure. Neither of us is liable for delay or failure caused by events beyond our reasonable control, including outages of third-party providers, internet failures, natural disasters, strikes or government action, except for payment obligations.
• Severability and waiver. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest of the Terms remain in effect. Our failure to enforce a provision is not a waiver of it.
• Export and sanctions. You may not use the Service if you are in a country subject to US embargo or on a US government restricted-party list, and you must comply with applicable export laws.
• Independent parties. We are independent contractors. These Terms create no partnership, joint venture, agency or employment relationship, and there are no third-party beneficiaries.
• Interpretation. "Including" means "including without limitation." Headings are for convenience only.

20. Contact

Proxxie, Seattle, Washington, United States.

Questions about these Terms: legal@theproxxie.com Account and support: support@theproxxie.com