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Terms & Conditions

Last modified November 6, 2021.

Proxima, LLC (“Proxima,” “we,” “us,” or “our“), operates the website located at www.proximallc.com  (the “Website“) and related mobile applications and online services, and any other products and services that we may provide now or in the future (collectively, the “Services“). These Terms of Service are a legal contract between you (“you” and “your“) and Proxima regarding your use of the Services.  Visitors and users of the Services are referred to individually as “User” and collectively as “Users“.

PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, OR USING THE WEBSITE OR ANY SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING OUR PRIVACY POLICY AND ANY ADDITIONAL GUIDELINES (AS DEFINED BELOW) (COLLECTIVELY, THE “TERMS“).  IF YOU DO NOT AGREE TO THE TERMS, YOU MUST NOT USE THE SERVICES.

NOTHING IN THE SERVICES CONSTITUTES FINANCIAL, TAX, LEGAL OR INVESTMENT ADVICE, PERFORMANCE DATA OR ANY RECOMMENDATION THAT ANY SECURITY, PORTFOLIO OF SECURITIES, INVESTMENT PRODUCT, TRANSACTION OR FINANCIAL, TAX, LEGAL OR INVESTMENT STRATEGY OR COURSE OF ACTION IS SUITABLE FOR ANY SPECIFIC PERSON.  YOU SHOULD NOT USE THESE SERVICES TO MAKE FINANCIAL, TAX, LEGAL OR INVESTMENTS DECISIONS AND YOU ARE ENCOURAGED TO SEEK PROFESSIONAL ADVICE FROM THIRD PARTIES WHO ARE LICENSED OR PERMITTED TO PROVIDE SUCH FINANCIAL, TAX, LEGAL OR INVESTMENT ADVICE. YOU ARE ENCOURAGED TO SEEK ADVICE FOR YOUR SPECIFIC SITUATION.

THE CONTENT AND MEDIA CONTAINED IN THE SERVICES ARE FOR INFORMATION AND/OR ENTERTAINMENT PURPOSES ONLY.

PLEASE NOTE THAT THESE TERMS INCLUDE A BINDING ARBITRATION PROVISION. BY AGREEING TO BINDING ARBITRATION, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.

1. Use of Services.

THE WEBSITE AND SERVICES ARE NOT AVAILABLE TO ANY PERSONS UNDER THE AGE OF 18.

1.1

Agreement. By clicking the “Submit and Check Out” button or by otherwise using or registering an account for the Services, you represent that (i) you are a US resident at least 18 years of age, or (ii) you are not a US resident, and are of legal age of consent to open an account under the laws of your country of residence, or (iii) your use of the Services has been approved by your parent or legal guardian. You also represent that you have not been previously suspended or removed from the Services by Proxima, and that your registration and your use of the Services complies with any and all applicable laws.

1.2

Account. In order to use certain features of the Services, you may be required to register for an account. You may be asked to provide a password in connection with your account. You are solely responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to Proxima, whether at registration or at any other time, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft, or unauthorized disclosure or use of your account ID or password), then you agree to immediately notify Proxima at admin@proximallc.com, Attention: Legal Department. You may be liable for the losses incurred by Proxima or others due to any unauthorized use of your account.

1.3

International Use. Proxima operates the Services in the United States. If you choose to access our Services from locations outside the United States, you consent to the collection, transmission, use, storage and processing of content and data (including your personal information) in the United States subject to applicable law and or Privacy Policy. You also agree to comply with and are solely responsible for ensuring compliance with all local laws, regulations, and rules in the jurisdiction in which you reside or access the Services, if and to the extent local laws are applicable to use of our Services. If you are under the age of 18, you confirm that you have received parental consent, if required in your jurisdiction, to open an account for Services and enter into these Terms. Unless we have entered into a separate, mutually executed written agreement with you that says otherwise, we do not represent that our Services are appropriate or available for use in jurisdictions outside the United States. The right to access and use the Services is not granted in jurisdictions, if any, where it may be prohibited, or where your use would render Proxima in violation of any applicable laws or regulations.

1.4

Access.

During the Subscription Term, we will provide you access to use the Services as described in this Agreement. We may also provide you access to use our Free Services at any time by activating them in your Proxima account. We might provide some or all elements of the Service through third party service providers.

1.5

Additional Features.

You may subscribe to additional features of the Subscription Service by placing an additional order or activating the additional features from within your Proxima account (if this option is made available by us). This Agreement will apply to all additional order(s) and all additional features that you activate from within your Proxima account.

1.6 

Limits.

The limits that apply to you will be specified in your Order Form or this Agreement, and for our Free Subscriptions, these limits may also be designated only from within the product itself. For further information on the limits that apply to your subscription, please refer to the Service-Specific Terms.

1.7

Modifications.

We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. For further information on our modification rights that apply to your subscription, please refer to the Service-Specific Terms. 

1.8

Customer Responsibilities.

To realize the full value of the Services, your participation and effort are needed. Resources that may be required from you include a project manager, a sales sponsor, an executive sponsor and a technical resource (or equivalent). Responsibilities that may be required include planning of marketing programs; setting of a content creation calendar; creating a website, Calls-To-Action (CTAs), downloads, emails, nurturing content, and other materials; acting as internal liaison between sales and marketing; providing top level internal goals for the use of the Service; attending regular success review meetings; and supporting the integration of the Service with other sales and marketing systems.

1.9

Free Trial.

If you register for a free trial, we will make the applicable Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a subscription to the applicable Service before the end of the free trial, all of your data in the Service may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.

2. Privacy Policy.

Your privacy is important to Proxima. Please read our Privacy Policy, which is hereby incorporated into these Terms (and which are part of our contract with you), carefully for information relating to our collection, use, and disclosure of your personal information. Among other things, our Privacy Policy explains how we treat your personal information and protect your privacy when you use our Services, and explains the procedures by which Users may view, update, correct, or delete their account and personal information.

3. Fees.

3.1

Subscription Fees.

The Subscription Fee will remain fixed during the initial term of your subscription unless: (i) you upgrade Services or base packages; (ii) you subscribe to additional features or products; or (iii) otherwise agreed to in your Order.

3.2

Fee Adjustments at Renewal.

Upon renewal, we may increase your fees up to our then-current list price set out in our Services-Specific Terms. If this increase applies to you, we will attempt to notify you in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required in the ‘Notice of Non-Renewal’ section below. 

3.3 

Payment by Credit Card.

If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

3.4

Payment Information.

You will keep your contact information, billing information and credit card information (where applicable) up to date. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.

4. Term and Termination.

4.1 

Term and Renewal.

Your initial subscription period will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription period, or one year. 

4.2 

Notice of Non-Renewal.  

Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. The deadline for sending this notice varies depending on the Proxima Service to which you have subscribed. For more information on non-renewal notice periods, please see the Service-Specific Terms. 

If you decide not to renew, you may send this non-renewal notice to us by indicating that you do not want to renew by canceling your membership in your Proxima account.

4.3 

Early Cancellation

You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term.

4.4 

Termination for Cause.

Either party may terminate this Agreement for cause, as to any or all Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. 

We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. 

This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

4.5

Suspension.

4.5.1  Suspension for Prohibited Acts. 

We may suspend any User’s access to any or all Services without notice if you use the Services in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement.

4.5.2  Suspension for Non-Payment.

We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Services ten (10) days after such notice. We will not suspend the Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.

4.5.3  Suspension for Present Harm

If your website, or use of, the Services:

  1. is being subjected to denial of service attacks or other disruptive activity,
  2. is being used to engage in denial of service attacks or other disruptive activity,
  3. is creating a security vulnerability for the Subscription Service or others,
  4. is consuming excessive bandwidth, or
  5. is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Service.

4.6 Effect of Termination or Expiration.

You will continue to be subject to this Agreement for as long as you have access to a Proxima account.

Upon termination or expiration of this Agreement, you will stop all use of the Service and Proxima content. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.

5. Modification of the Terms.

Upon opening or registering for an account or using the Services, you accept the Terms in the form posted on the Website. Proxima reserves the right, at our discretion, to change, modify, add, or remove portions of the Terms at any time. Please check the Terms and any Guidelines periodically for changes that are made after you open your account. Your continued use of the Services after the posting of changes constitutes your binding acceptance of such changes. For any material changes to the Terms, we will make reasonable effort to provide notice to you of such amended Terms, such as by an email notification to the address associated with your account or by posting a notice on the Services, and such amended terms will be effective for you on the earlier of (i) your actual notice of such changes and (ii) thirty days after we make reasonable attempt to provide you such notice. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified Terms, you must discontinue your use of the Services. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose.

6. Digital Millennium Copyright Act.

It is Proxima’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”).  If you believe that any material on the Services violate your copyright, please see below for instructions on sending us a notice of copyright infringement to Proxima’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

  • A written description of the copyrighted work or other intellectual property that you claim has been infringed;
  • A written description of the location of the copyrighted work or intellectual property that is claimed to be infringed;
  • A written statement that you have a good faith belief that the use is not authorized by the owner of the copyright or intellectual property;
  • Contact information including address, telephone number and email address;
  • A written statement, made under penalty of perjury, that your claim is true to the best of your knowledge; and
  • An electronic or physical signature.

The foregoing information must be submitted to the following DMCA Agent:

Proxima, LLC
812 Via Barquero
San Marcos, CA 92069
Attn: DMCA Notice – Legal Department admin@proximallc.com

7. Proprietary Materials; Licenses.

7.1

Proprietary Materials. The Services are owned by Proxima. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), software, services, content, educational videos and exercises, and all other elements of the Services (the “Services Materials“) are protected by United States and international copyright, patent, and trademark laws, international conventions, and other applicable laws governing intellectual property and proprietary rights. All Services Materials, and all trademarks, service marks, and trade names, contained on or available through the Services are owned by or licensed to Proxima, and Proxima reserves all rights therein and thereto not expressly granted by these Terms.

7.2

Licensed Content. Proxima may make available on the Trustee Services certain educational media and related materials that are owned by Proxima or its third-party licensors (the “Licensed Content“). Proxima grants to individual users a non-exclusive, non-transferable right to access and use the Licensed Content as made available on the Services by Proxima solely for your personal, non-commercial purposes. Unless expressly indicated on the Services that a particular item of Licensed Content is made available to Users under alternate license terms, you may not download, distribute, sell, lease, modify, or otherwise provide access to the Licensed Content to any third party.  In certain cases, Proxima or its licensors may make available Licensed Content under alternate and specific license terms (each, a “Specific License“). Where expressly indicated as such on the Services, and subject to the terms and conditions of these Terms, the applicable Licensed Content is licensed to you under the terms of the Specific License. By using, downloading, or otherwise accessing such Licensed Content, you agree to comply fully with all the terms and conditions of such Specific License.

7.3

Credits. If you distribute, publicly perform or display, transmit, publish, or otherwise make available any Licensed Content or any derivative works thereof, you must also credit Proxima prominently along with such Licensed Content or derivative work thereof unless you have an account authorizing the white-labeling of Proxima content.

8. Prohibited Conduct.

You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service. 

The Subscription Service is not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA), so you may not use the Subscription Service where your communications would be subject to such laws. You may not use the Subscription Service in a way that would violate the Gramm-Leach-Bliley Act (GLBA). Nothing contained in this section will limit the usage restrictions specific to Sensitive Information under the Agreement.

You agree not to do the following:

8.1

except as expressly permitted under a Specific License, rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses for any Services Materials;

8.2

use the Services in any manner that violates Proxima’s community guidelines, if any;

8.3

impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Services accounts of others without permission, or perform any other fraudulent activity;

8.4

delete the copyright or other proprietary rights notices on the Services or on any Licensed Content without an account authorizing white-labeling for certain Proxima content;

8.5

assert, or authorize, assist, or encourage any third party to assert, against Proxima or any of its affiliates or licensors any patent infringement or other intellectual property infringement claim regarding any Licensed Content you have used, submitted, or otherwise made available on or through the Services;

8.6

make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Services (including, but not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures);

8.7

use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;

8.8

defame, harass, abuse, threaten or defraud Users of the Services, or collect, or attempt to collect, personal information about Users or third parties without their consent;

8.9

remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services or Licensed Content features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on the use of the Services or Licensed Content;

8.10

reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

8.11

modify, adapt, translate or create derivative works based upon the Services or any part thereof, except and only to the extent expressly permitted by Proxima herein or to the extent the foregoing restriction is expressly prohibited by Applicable Law; or

8.12

intentionally interfere with or damage operation of the Services or any User’s enjoyment of it, by any means, including without limitation by participation in any denial-of-service type attacks or by uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.

9. Third-Party Sites, Products and Services; Links.

The Services may include links or references to other websites or services solely as a convenience to Users (“Third-Party Sites“). Proxima does not endorse any such Third-Party Sites or the information, materials, products, or services contained on or accessible through Reference Sites. ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK.

10. Representations and Warranties.

You warrant, represent and agree that you will not use the Services in a manner that (i) infringes, violates or misappropriates another’s intellectual property rights, rights of publicity or privacy, or other rights; (ii) violates any international, federal, state or local law, statute, ordinance or regulation or which would render Proxima in violation of any applicable laws or regulations, including without limitation, privacy laws (collectively, “Applicable Law“); (iii) is harmful, fraudulent, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable; or (iv) jeopardizes the security of your account or the Services in any way, such as allowing someone else access to your account or password.

11. Indemnification.

You agree, to the extent permissible under your state’s laws, to indemnify, defend, and hold harmless Proxima, and its parent, successors, affiliated companies, contractors, officers, directors, employees, agents and its third-party suppliers, licensors, and partners (“Proxima Parties“) from and against all losses, damages, liabilities, demands, judgments, settlements, costs and expenses of any kind (including legal fees and expenses), from any claim or demand made by any third-party relating to or arising out of (i) your access to, use or misuse of the Services; (ii) your breach or alleged breach of these Terms, or any violation of the Terms; (iii) any breach of the representations, warranties, and covenants made herein by you; (iv) your failure to comply with Applicable Laws (including any failure to obtain or provide any necessary consent or notice); (v) the infringement by you or any third-party using your account of any intellectual property, privacy, or other right of any person or entity, including in connection with your User Content, or (vi) your breach or alleged breach of any interaction, agreement, or policy between you and any other Users. Proxima reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Proxima, and you agree to cooperate with Proxima’s defense of these claims. You agree not to settle any such matter without the prior written consent of Proxima. Proxima will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

12. Disclaimers; No Warranties.

12.1

NO WARRANTIES. 

THE WEBSITE, AND ALL DATA, INFORMATION, SOFTWARE, WEBSITE MATERIALS, CONTENT (WHETHER OWNED OR LICENSED), USER CONTENT, THIRD PARTY SITES, SERVICES, OR APPLICATIONS OR INFORMATION MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE (COLLECTIVELY, “PROXIMA OFFERINGS”) ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE PROXIMA PARTIES DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, AVAILABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PROXIMA OR THROUGH THE PROXIMA OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

12.2

CONTENT. 

PROXIMA, AND THE PROXIMA PARTIES, DO NOT WARRANT THAT THE PROXIMA OFFERINGS WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. PROXIMA AND THE PROXIMA PARTIES MAKE NO REPRESENTATION OR WARRANTY THAT (1) THE PROXIMA OFFERINGS WILL (A) MEET YOUR REQUIREMENTS OR EXPECTATIONS, BE ACCURATE, BE APPLICABLE TO YOUR CIRCUMSTANCES OR BE TO YOUR LIKING, OR (B) WILL BE TIMELY, SECURE, ACCURATE, FREE FROM ERRORS OR LOSS, OR UNINTERRUPTED, (2) THAT THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR (3) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. SOME FEATURES MAY BE NEW OR EXPERIMENTAL AND MAY NOT HAVE BEEN TESTED IN ANY MANNER.

12.3

HARM TO YOUR COMPUTER. 

YOU UNDERSTAND AND AGREE THAT YOUR USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINING OF CONTENT, WEBSITE MATERIALS, SOFTWARE, OR DATA THROUGH THE PROXIMA SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS THEREFROM.

12.4

LIMITATIONS BY APPLICABLE LAW. 

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

13. LIMITATION OF LIABILITY AND DAMAGES.

13.1

LIMITATION OF LIABILITY. 

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL PROXIMA OR THE PROXIMA PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR PROFITS, LOSS OF DATA, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) EVEN IF PROXIMA OR PROXIMA PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF OR RELATING (i) TO THE TERMS; (ii) YOUR USE OF (OR INABILITY TO USE) THE WEBSITE OR THE PROXIMA SERVICES, OR (iii) ANY OTHER INTERACTIONS WITH PROXIMA OR ANY THIRD-PARTY THROUGH OR IN CONNECTION WITH THE PROXIMA SERVICES, INCLUDING OTHER USERS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, PROXIMA’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

13.2

LIMITATION OF DAMAGES. 

IN NO EVENT WILL PROXIMA’S OR THE PROXIMA PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OF THE WEBSITE OR PROXIMA SERVICES OR YOUR INTERACTION WITH OTHER WEBSITE USERS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU TO PROXIMA, IF ANY, FOR ACCESSING THE SERVICES DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

13.3

BASIS OF THE BARGAIN. 

YOU ACKNOWLEDGE AND AGREE THAT PROXIMA HAS OFFERED THE WEBSITE (INCLUDING THE PROXIMA SERVICES) AND ENTERED INTO THE TERMS IN RELIANCE UPON THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND PROXIMA, AND THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND PROXIMA. PROXIMA WOULD NOT BE ABLE TO PROVIDE THE WEBSITE (INCLUDING ANY PROXIMA SERVICES) TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

13.4

User Interactions and Release.

  1. User Disputes. Proxima is not responsible for the actions, content, information or data of other third parties, including other Users. You are solely responsible for your interactions with other users of the Services, and any other parties with whom you interact through the Services. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline interaction with any other person. We reserve the right, but have no obligation, to become involved in any way with these disputes.
  2. Release. If you have a dispute with one or more Users, you release us (and the Proxima Parties) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, including damages for loss of profits, goodwill, use, privacy or data. If you are a California resident, you waive your rights under California Civil Code §1542, which says: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” And, if you are not a California resident, you waive your rights under any applicable statutes of a similar effect, to the fullest extent permissible under applicable law.

14. Miscellaneous.

14.1

Notice. 

Proxima may provide you with notices, including those regarding changes to the Terms, by email, regular mail, postings on the Services, or other reasonable means. Notice will be deemed given twenty-four hours after email is sent, unless Proxima is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Services. In such case, notice will be deemed given three days after the date of mailing. Notices posted on the Services are deemed given 30 days following the initial posting. Any notices directed to Proxima shall be sent by first class U.S. Mail to Proxima, LLC, 812 Via Barquero, San Marcos, California 92069 and also via e-mail to admin@proximallc.com.

14.2

Waiver. 

The failure of Proxima to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. Any waiver of any provision of the Terms will be effective only if in writing and signed by Proxima.

14.3

Governing Law. 

The Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law that would cause the application of the laws of any other jurisdiction.

14.4

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS. BY AGREEING TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.

  1. Generally. In order to expedite and control the cost of disputes, Proxima and you agree that any legal or equitable claim, dispute, action or proceeding arising from or related to your use of the Services or these Terms (“Dispute“) will be resolved as follows to the fullest extent permitted by law:
  2. Notice of Dispute. In the event of a Dispute, you must give the other a written statement that sets forth the name, address, and contact information of the disputing party, the facts giving rise to the Dispute, and a proposed solution (a “Notice of Dispute“). You must send any Notice of Dispute by first class U.S. Mail to Proxima, LLC, 812 Via Barquero, San Marcos, California 92069 and also via e-mail to admin@proximallc.com, Attention: Legal Department. Proxima will send any Notice of Dispute to you by first class U.S. Mail to your address if Proxima has it, or otherwise to your e-mail address. You and Proxima will attempt in good faith to resolve any Dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, you or Proxima may commence arbitration.
  3. Binding Arbitration. Any Dispute which has not been resolved by negotiation as provided herein within sixty (60) days or such time period as you and Proxima may otherwise agree, shall be finally resolved by binding arbitration as described in this Section 14.4. You are giving up the right to litigate all Disputes in court before a judge or jury. Instead, all Disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act. The place of arbitration shall be San Diego County, California. Any court with jurisdiction over the parties may enforce the arbitrator’s award.
  4. Arbitration Procedures. Any arbitration will be conducted by JAMS under the JAMS Comprehensive Arbitration Rules and Procedures (“JAMS Rules“) in effect at the time the Dispute is filed. You may request a telephonic or in-person hearing by following the JAMS Rules. In a dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. To the extent the forum provided by JAMS is unavailable, Proxima and you agree to select a mutually agreeable alternative dispute resolution service and that such alternative dispute resolution service shall apply the JAMS Rules. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief to you only individually, and only to the extent required to satisfy your individual claim.
  5. Arbitration Fees. Whoever files the arbitration will pay the initial filing fee. If Proxima files, then Proxima will pay; if you file, then you will pay unless you get a fee waiver under the applicable arbitration rules. Each party will bear the expense of that party’s attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines.
  6. Filing Period. To the extent permitted by law, any Dispute under these Terms must be filed within one (1) year in an arbitration proceeding. The one-year period begins when the events giving rise to the Dispute first occur. If a Dispute is not filed within one year, it is permanently barred.
  7. Venue In the event that any Dispute cannot be resolved by binding arbitration in accordance with this Section 14.4, you agree that such Dispute will be filed only in the state or federal courts in and for San Diego County, California, and each of you and Proxima hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purpose of litigating any such action. Notwithstanding this, Proxima shall still be allowed to apply for injunctive or other equitable relief to protect or enforce its intellectual property rights in any court of competent jurisdiction.

14.5

Severability. 

If any provision of the Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

14.6

Assignment. 

The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you without Proxima’s prior written consent, but may be assigned by Proxima without consent or any restriction. Any assignment attempted to be made in violation of the Terms shall be null and void.

14.7

Survival.

Upon termination of the Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration.

14.8

Headings. 

The heading references herein are for convenience purposes only, do not constitute a part of the Terms, and will not be deemed to limit or affect any of the provisions hereof.

14.9

Entire Agreement. The Terms, the Privacy Policy and Guidelines constitute the entire agreement between you and Proxima relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to the Terms, Privacy Policy or Guidelines made by Proxima as set forth above.

Service-Specific Terms

Last modified November 6, 2021.

The Proxima Service-Specific Terms are intended to highlight some of the important things about using our different services. 

If you are using any of the Service(s) described below, the Terms corresponding to those Service(s) applies to your use.  We periodically update this page, so please check back here for current information. 

  1. Legacy Services
  2. Trustee Services
  3. Consulting Services

1. Legacy Services.

1.1

Legacy Membership Fees.

The Legacy Membership fee is $150 per month and must be paid in advance to gain access to the Service.

1.2

Term.

Legacy Memberships are month-to-month.

1.3

Subscription Content.

The content available with a basic Legacy Membership contains the Proxima logo and references to the Proxima brand. For an additional fee, certain materials may be white-labeled with your brand.

1.4 

Non-Renewal Notice Period

Your Subscription Term will automatically renew for the applicable period, unless you tell us that you don't want to renew by providing notice as required in the Terms of Service.

1.5

Early Cancellation.

During the Subscription Term and any renewal terms, you may choose to cancel your subscription early,

provided that, we will not provide any refunds and you will promptly pay all unpaid fees due through the end of the Subscription Term. We do not provide refunds if you decide to stop using the Services during your Subscription Term.

1.6

Fee Increases.

Upon renewal, we may increase the fees to reflect future changes to our list prices. If this increase applies to you, we will attempt to notify you in advance of your renewal. See the ‘Fee Adjustments at Renewal’ section of our Terms of Service for more details.

2. Trustee Services.

2.1

Trustee Membership Fees.

The Trustee Membership fee is $50 per month and must be paid in advance to gain access to the Service.

2.2

Term.

Trustee Memberships are month-to-month.

2.3

Not for Commercial Use.

The content available with a Trustee Membership is for the personal use of our Users only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by the management of Proxima. Illegal and/or unauthorized use of the Proxima website or content is not permitted. Appropriate legal action will be taken by us for any illegal or unauthorized use of the Proxima website and content. Proximal owns and retains all proprietary rights in the website and content. The website and content contains copyrighted material, trademarks, and other proprietary information of Proxima. Except for that information which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information. RSS feeds may be republished so long as they are not modified in any way.

2.4 

Non-Renewal Notice Period

Your Subscription Term will automatically renew for the applicable period, unless you tell us that you don't want to renew by providing notice as required in the Terms of Service.

2.5

Early Cancellation.

During the Subscription Term and any renewal terms, you may choose to cancel your subscription early,

provided that, we will not provide any refunds and you will promptly pay all unpaid fees due through the end of the Subscription Term. We do not provide refunds if you decide to stop using the Services during your Subscription Term.

2.6

Fee Increases.

Upon renewal, we may increase the fees to reflect future changes to our list prices. If this increase applies to you, we will attempt to notify you in advance of your renewal. See the ‘Fee Adjustments at Renewal’ section of our Terms of Service for more details.

3. Consulting Services.

You may purchase Consulting Services by placing an Order with us. Unless we otherwise agree, the Consulting Services we provide will be delivered in English.  Fees for these Consulting Services are in addition to your Subscription Fee. If you purchase Consulting Services that recur, they will be considered part of your subscription and will renew in accordance with your subscription. 

3.1 

Location.

All Consulting Services are performed remotely, unless you and we otherwise agree. For Consulting Services performed on-site, you will reimburse us our reasonable costs for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice.

3.2 

Delivery.

If there are a specific number of hours included in the Consulting Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase (the “Expiration Period”).  

If there are deliverables included in the Consulting Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the “Delivery Period”). If there is no Expiration Period or Delivery Period indicated, then it will be one hundred and eighty (180) days from purchase.  

If the Consulting Services provided are not complete at the end of the Delivery Period due to your failure to make the necessary resources available to us or to perform your obligations, such Consulting Services will be deemed to be complete at the end of the Delivery Period. If the Consulting Services provided are not complete at the end of the Delivery Period due to our failure to make the necessary resources available to you or to perform our obligations, the Delivery Period will be extended to allow us to complete such Consulting Services.

3.3 

Third-Party Providers.

We might provide some or all elements of the Consulting Services through third-party service providers.  Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable.