Privacy Policy

Privacy Policy

Our Privacy Commitment

Proxima, LLC (the “Company,” “we,” “us” or “our”) is committed to respecting the privacy rights and concerns of all users of the Company’s www.proximallc.com website where this Privacy Policy is posted (the “Site”) (we refer to the Site, the services and the software made available by the Company, collectively, as the “Company Features”).  As such, we have established and implemented this Privacy Policy to inform visitors to the Site and users of the Company Features how we use and protect the information we collect through the Site and/or the Company Features.  By visiting the Site or using any of the Company Features, you consent to the Company’s collection, use, storage, deletion and disclosure of information relating to you as set forth in this Privacy Policy.  This Privacy Policy is effective as of the date set forth above and is only applicable to the Site and the Company Features and not to any other website that you may be able to access from the Site or the Company Features which may have its own data collection and use practices and policies.

This Privacy Policy answers the following questions:

  • What information do we collect about you and how do we use it?
  • Will we share your personal information with third parties?
  • What choices do you have about the collection and use of your personal information?
  • What security measures do we take to safeguard your personal information?
  • What are my rights as a resident of California or the European Economic Area?

What information do we collect about you and how do we use it?

Types of Information We Collect

Personal information means information that can be used to identify and contact you. You do not need to submit personal information to access certain areas of the Site, but if you do not want to disclose certain personal information to us, you will not be able to access certain aspects of the Company Features.

We collect personal information when you create an account through the Company Features or receive customer or technical support. We also collect personal information when you post comments with respect to using the Company Features.

To create an account for the Company Features, we require you to provide certain information to create your account, including your name and email address. You will also need to create a screen name and a password. Other information you may provide to us when creating a profile using the registration form provided to you through the Company Features include age, gender, telephone number and hobbies. You may also be required to provide billing address and credit card or other payment information. No information of this type will be collected unless you have registered for services that require it or voluntarily submit such information to us.

By utilizing your Facebook log-in credentials or by linking your account with any social network account, you expressly authorize the Company to (i) receive, and for Facebook, and/or such social network to share, certain of your information that is available on or through your Facebook and/or such social network account including, without limitation, your profile information, friends’ names, photos, privacy settings and certain other information that may be disclosed to you (and authorized by you) during the log-in process; and (ii) allow you to interact with your Facebook and/or other social network friends. You also authorize the Company to generate and publish on your Facebook and/or other social network news feed or timeline actions you take when using the Company Features. If linked, you agree to allow Facebook and/or other social networks to receive information concerning the actions you take in the Company Features.

Through the Company Features, you may be able to link to technology, software and services owned and controlled by third parties (the “Third Party Features”), including our third-party payment processors and vendor partners.  You may be permitted or required to submit personal information to access Third-Party Features.  Such use of Third-Party Features and submission of information through Third Party Features will be subject to such applicable third party’s terms of use, terms of service and/or privacy policy.  You agree to look solely to the applicable third party and not to the Company to enforce your rights in relation thereto.

How We Use Your Personal Information

The personal information you provide to us will allow us to provide the Company Features; alert you of new services, features, or enhancements to the Company Features; verify your identity and for fraud prevention; handle your customer service questions or issues; process payments; request feedback regarding the Company Features; engage in analysis, research and reports regarding the Site and the Company Features; comply with applicable law and protect the safety, right, property or security of the Company and other users of the Site and Company Features; and provide you with information regarding the Company and its products and promotions. We also use your email address as part of the Company Features in sending you messages about the Company Features and other general announcements.

We keep track of your interactions with us including, but not limited to, your activity within the Company Features. We may also use your personal information to contact you when necessary.

We may use your personal information with non-personal information that we have collected in a manner such that the end-product does not personally identify you or any other user of the Company Features.  We may make your personal information non-personally identifiable by either combining it with information about other users (aggregating your personal information with information about other users), or by removing characteristics (such as your name or email address) that make the information personally identifiable.  This process is known as de-identifying your information.  You grant us a royalty-free, worldwide, perpetual, irrevocable and fully transferable right and license to use your non-personally identifiable information in connection with the creation and development of analytical and statistical analysis tools relating to the use of the customer data we collect in providing the Company Features (the “Analytical Data”). You expressly authorize us to make any commercial use of the Analytical Data including, without limitation, sharing the Analytical Data with third parties, provided that we do not sell, trade, or otherwise transfer from us any part of the Analytical Data that personally identifies you.

Cookies

“Cookies” are small bits of electronic information that a website sends to a visitor’s browser and are stored on the visitor’s hard drive. Like many websites, we employ cookies in certain areas of the Site to allow us to provide information to make your online experience more convenient. For example, when you return to the Site after logging in, cookies provide information to the Site so that the Site will remember who you are on subsequent visits, speeding up your experience of the Company Features.  

Do Not Track

Do Not Track (“DNT”) is a web browser setting that requests a web application disable its tracking of an individual user. When you choose to turn on the DNT setting in your browser, your browser sends a special signal to websites, analytics companies, ad networks, plug-in providers, and other web services you encounter while browsing to stop tracking your activity. Currently, there is no universally agreed-upon standard for what a company should do when it detects a DNT signal, and while we attempt to honor the request of “do not track” signals sent by your browser when you visit the Site, we cannot guarantee that we will be able to act on your DNT request.    You can learn more about Do Not Track here.

Children’s Privacy

This Site is not intended for use by children under the age of 16. We do not knowingly collect personal information from children under 16 or allow them to create an account for the Company Features. We take children’s privacy seriously and encourage parents to play an active role in their children’s online experience at all times.  If you are the parent or guardian of a child under 16 who you believe has provided her or his information to us, please contact us at admin@proximallc.com to request the deletion of that information.

Will we share your personal information with third parties?

Sharing of Information

We use your personal information to send communications to you about new services, features, or enhancements to the Company Features that may be of interest to you and to handle your customer service questions or issues.  We will also share the personal information we collect from you under the following circumstances:

  • Protection of rights.  We will share personal information if we have a good faith belief that (i) access, use, preservation or disclosure of such information is reasonably necessary to satisfy any applicable law, regulation, legal process, such as a court order or subpoena, or a request by law enforcement or governmental authorities, (ii) such action is appropriate to enforce our Terms of Service [link to Terms of Service page] for the Company Features, including any investigation of potential violations thereof, (iii) such action is necessary to detect, prevent, or otherwise address fraud, security or technical issues associated with the Company Features, or (iv) such action is appropriate to protect the rights, property or safety of the Company, its employees, users of the Company Features or others.
  • Asset or equity transfers.  If we become involved in a merger, acquisition or other transaction involving the sale of some or all the Company’s assets or equity, user information, including personal information collected from you through your use of the Company Features, could be included in the transferred assets.  You agree that we may transfer your personal information in the event of such a sale or transaction. 
  • Service Providers.  We may share your personal information with service providers that we engage for the purpose of processing information on our and your behalf. This can include service providers such as credit card processors, email marketing vendors, or cloud service providers. Additionally, we may partner with other companies to process, analyze, and/or store data including, but not limited to, Analytical Data.  While providing services for us, these companies may access your personal information.  To the extent applicable, we require these entities to comply with this Privacy Policy and appropriate confidentiality and security measures, and such companies will be prohibited from using your information for any purpose outside of the services they provide to the Company.
  • Your Posts.  The photos and comments uploaded and posted by you will be shared with other users of the Company Features.
  • Facebook, Twitter, Instagram and other social media networks. We will share certain information with Facebook, Twitter, Instagram or other social media networks linked to your account for the purpose of creating news feeds and other social media activities related to your use of the Company Features, as described in more detail above in the section: “Types of Information We Collect.”

Additional Information You Should Know About Third Parties

The Site may contain direct links to websites operated by our marketing partners, social media organizations, and other entities, including links that describe certain Company Features being “powered by” the companies providing services in connection with such Company Features. We may receive certain personal information about you from these third-party links, as set forth in this Privacy Policy.  We do not share your personal information with these third parties. However, these third-party websites may collect information about you when you visit them or otherwise communicate with them.  This Privacy Policy does not cover the information practices of third-party websites linked to the Site or accessible through the Company Features.  Although we encourage such third parties to adopt and follow their own privacy policies, we are not responsible for their collection and use of your personal information.  You should refer to the privacy policies and statements of other websites or contact the respective webmasters of those websites to obtain information regarding their information collection, use and disclosure policies.

When you have clicked on a third-party logo or URL displayed on our Site or accessible through the Company Features which links you to a different website, our Privacy Policy no longer applies and you must read the privacy policy of the third party to see how your personal information will be handled on their website.

What choices do you have about the collection and use of your personal information?

Control of Your Information

You may update or delete your personal information or modify your account preferences for the Company Features by accessing the account interface provided through the Company Features or by emailing us at admin@proximallc.com.  Please note that when you delete your account, we may retain your account information for a reasonable period afterward for the purpose of internal account management and fraud prevention activities.

Opting Out of Receiving Communications from Us

If you no longer want to receive our emails or other announcements, you may unsubscribe by following the instructions provided through the Company Features (for example, using an “unsubscribe” link from an email message we have sent you).  Please note that you cannot unsubscribe from certain correspondence from us, including messages relating to your account transactions.

Mediation

You agree that, in the event any dispute or claim arises out of or relating to this Privacy Policy, you and the Company will attempt in good faith to negotiate a written resolution of the matter directly between the parties.  You agree that if the matter remains unresolved for forty-five (45) days after notification (via certified mail or personal delivery) that a dispute exists, all parties shall join in mediation services in San Diego, California with a mutually agreed mediator in an attempt to resolve the dispute.  Should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorneys’ fees, even if you would otherwise be entitled to them.

What security measures do we take to safeguard your personal information?

The personal information that you provide to us is stored on servers located in the United States which are located in secured facilities and protected by protocols and procedures designed to ensure the security of such information.  In addition, we restrict access to personal information to Company employees and agents who need to know this information in order to develop, operate and maintain the Company Features.  However, no server, computer or communications network or system, or data transmission over the Internet can be guaranteed to be 100% secure.  As a result, while we strive to protect user information, we cannot ensure or warrant the security of any information you transmit to us or through the use of any of the Company Features and you acknowledge and agree that you provide such information and engage in such transmissions at your own risk.  Once we receive a transmission from you, we will endeavor to maintain its security on our systems.

Your California Privacy Rights

This section of the Privacy Policy applies solely to California residents. We adopt this Policy to comply with the California Consumer Privacy Act of 2018 (“CCPA”). Any terms defined in the CCPA have the same meaning when used in this Section.

Company collects certain types of personal information about you during your relationship with us, as stated above. In particular, the Site has collected the following categories of Personal Information from its consumers within the last twelve (12) months and has used this information to provide the services and Company Features:

Category

Collected

A. Identifiers.

YES

B. Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e)).

YES

C. Protected classification characteristics under California or federal law.

YES

D. Commercial information.

YES

E. Biometric information.

NO

F. Internet or other similar network activity.

YES

G. Geolocation data.

YES

H. Sensory data.

NO

I. Professional or employment-related information.

NO

J. Non-public education information (per the Family Educational Rights and Privacy Act (20 U.S.C. Section 1232g, 34 C.F.R. Part 99)).

NO

K. Inferences drawn from other personal information.

YES

 

California residents also have the right to request certain information that we collect about you, including:

  • The categories of Personal Information we have collected from you;
  • The categories of sources from which we collected the Personal Information;
  • The business purpose we have for collecting or selling that Personal Information;
  • The categories of third parties with whom we share such Personal Information;
  • The specific pieces of Personal Information we have collected about you;
  • The categories of Personal Information about you that we sold, and the categories of third parties to whom the personal information was sold, by category or categories of Personal Information for each category of third parties to whom the information was sold;
  • The categories of Personal Information that we have disclosed about you for a business purpose; 
  • The category or categories of consumers’ Personal Information that we have sold, or if we have not sold consumers’ Personal Information; and
  • The category or categories of consumers’ Personal Information that we have disclosed for a business purpose, or if we have not disclosed that information for a business purpose.

Please note that if we collected information about you for a single one-time transaction and do not keep that information in the ordinary course of business, that information will not be retained for purposes of a request under this section. In addition, if we have de-identified or anonymized data about you, we are not required to re-identify or otherwise link your identity to that data if it is not otherwise maintained that way in our records.

We will not discriminate against you for exercising any of your CCPA rights. Unless permitted by the CCPA, we will not:

  • Deny you goods or services.
  • Charge you different prices or rates for goods or services, including through granting discounts or other benefits, or imposing penalties.
  • Provide you a different level or quality of goods or services.
  • Suggest that you may receive a different price or rate for goods or services or a different level or quality of goods or services.

However, we may offer you certain financial incentives permitted by the CCPA that can result in different prices, rates, or quality levels. Any CCPA-permitted financial incentive we offer will reasonably relate to your personal information’s value. Participation in a financial incentive program requires your prior opt in consent, which you may revoke at any time.

As a California resident, you also have the right, at any time, to tell us not to sell your Personal Information – this is called the “right to opt-out” of the sale of Personal Information.  At the current time, we do not “sell” your information as that term is defined in the CCPA. 

You may make a CCPA request to us at the contact information below. We may require you to confirm your identity and your residency in order to obtain the information, and you are only entitled to make this request twice a year. Please include “California Privacy Rights” in the subject line. You must include your full name, email address, and attest to the fact that you are a California resident by including a California postal address in your request. We will acknowledge your request within 10 days and respond to your request within 45 days or let you know if we need additional time. We may require additional information to verify your identity before we can respond. 

Email Address:  admin@proximallc.com

Your Rights Under the General Data Protection Regulation

This section of the Privacy Policy applies solely to residents and citizens of the European Economic Area (“EEA”).  Residents and citizens of the EEA have certain additional data protection rights under the General Data Protection Regulation (“GDPR”).  For purposes of GDPR, Company acts as the controller of personal information received from you and the Company’s legal basis for collecting and using the Personal Information described in this Privacy Policy depends on the Personal Information the Company has collected and the specific context in which it is collected.  Company may collect and process your Personal Information for one of the following reasons: to perform a contract with you or because you have given us permission to do so.

Individual rights available under GDPR include: 

  • The right to access, update or delete the information we have on you. Whenever made possible, you can access, update or request deletion of your Personal Information directly within your account settings section. If you are unable to perform these actions yourself, please contact us to assist you.
  • The right of rectification. You have the right to have your information rectified if that information is inaccurate or incomplete.
  • The right to object. You have the right to object to our processing of your Personal Information.
  • The right of restriction. You have the right to request that we restrict the processing of your personal information.
  • The right to data portability. You have the right to be provided with a copy of the information we have on you in a structured, machine-readable, and commonly used format.
  • The right to withdraw consent. You have the right to withdraw your consent at any time where Company relied on your consent to process your personal information.

You may make a written request to us at admin@proximallc.com to exercise these rights. We may require you to confirm your identity and your residency in the EEA in order to obtain the information. We will respond to your request within 30 days or let you know if we need additional time. We may require additional information to verify your identity before we can respond.  We will only use personal information provided in a verifiable consumer request to verify the requestor’s identity or authority to make the request.

International Transfers of Information

Because Company works with global companies and technologies, we may transfer, store, or process your Personal Information outside of the country in which it was originally provided.  This may include transfers to third parties, such as service providers or affiliated entities, who are located outside of the United States or the European Union, where data protection laws may not offer the same level of protection as those within the U.S. or EEA.  When we transfer personal data outside of these areas, we take steps to make sure that appropriate safeguards are in plan to protect your Personal Information.  Our transfers of your personal data outside of the EEA are safeguarded by data processing agreements (“DPAs”) incorporating Standard Contractual Clauses or similar language.

Retention of Information

Company will retain your Personal Information only for as long as necessary for the purposes set out in this Privacy Policy.  We will retain and use your Personal Information to the extent necessary to comply with our legal obligations (for example, if we are required to retain your information to comply with applicable laws), resolve disputes, and enforce our legal agreements and policies.  Company will also retain certain usage data for internal analysis purposes.  Usage data is data collected automatically, either generated by use of the Site or from the Site infrastructure itself (for example, the duration of a page visit).  Usage data is generally retained for a shorter period, except when this data is used to strengthen the security of the Site or to improve the functionality of the Site. 

For independent advice about data protection and privacy under GDPR, please contact the Information Commissioner’s Office (ICO).  The ICO oversees how businesses and organizations comply with data protection legislation in the UK.  Similar supervisory authorities may exist in your country, and you may make a complaint to them if you believe we have not handled your privacy request properly. 

Information Commissioner’s Office
Wycliffe House
Water Lane
Wilmslow
Cheshire
SK9 5AF

Telephone: 0303 123 1113
Fax: 01625 524510

Email: casework@ico.org.uk

Website:  https://ico.org.uk

Notification of Changes

This Privacy Policy may change from time to time and we will post all changes on the Site.  Any changes become effective on the data posted.  If you do not agree to the changes in this Privacy Policy or the Terms of Service [link to Terms of Service page], do not use the Site.

Questions? Contact Us

If you have any questions about our privacy practices or this Privacy Policy, please contact us by email at admin@proximallc.com

Terms of Use

Please read the Terms of Service [link to Terms of Service page] governing the use of the Site and the Company Features. This Privacy Policy is expressly incorporated into and made a part of the Terms of Service.

 

 

 

 

 

 

 

TERMS OF SERVICE PAGE

Last Updated: September 1, 2021

Proxima, LLC (“Proxima,” “we,” “us,” or “our“), operates the web site 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 [link to Privacy Policy page] 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. YOUR 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. Eligibility; Accounts.

THE WEBSITE AND SERVICES ARE NOT AVAILABLE TO ANY PERSONS UNDER THE AGE OF 16.

1.1

Agreement. By clicking the “I Agree” button or by otherwise using or registering an account for the Services, you represent that (i) you are a US resident at least 16 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 is in compliance 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

Integrated Service. Proxima may permit you to register for the Services through, or otherwise associate your Proxima account with, certain third party social networking or integrated services, such as Facebook Connect and Google (“Integrated Service“). By registering for the Services using (or otherwise granting access to) an Integrated Service, you agree that Proxima may access your Integrated Service’s account information, and may store and use certain information already associated with the Integrated Service consistent with our Privacy Policy, and you agree to any and all terms and conditions of the Integrated Service regarding your use of the Services via the Integrated Service. You may revoke our access to your account on any Integrated Service at any time by updating the appropriate account settings of the respective Integrated Service. You should check your privacy settings on each Integration Service to understand and change the information sent to us through each Integration Service. You agree that any Integrated Service is a Third-Party Site (as defined below) and you are solely responsible for your interactions with the Integrated Service as a result of accessing the Services through the Integrated Service. Proxima does not control the practices of Integrated Services, and you are advised to read the Privacy Policy and terms and conditions of any Integrated Service that you use to understand their practices.

1.4

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 Service 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. Privacy Policy.

Your privacy is important to Proxima. Please read our Privacy Policy [link to Privacy Policy page], 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.

  1. Other Guidelines.

When using the Services, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the “Guidelines“). All such Guidelines are hereby incorporated by reference into the Terms.

  1. 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.

  1. User Content License Grant.

5.1

User Content and Ownership. Proxima may permit (a) the posting and/or publishing by you and other Users of notes, questions, comments, ratings, reviews, images, videos and other audio-visual materials and communications (collectively, “User Content“). You understand that whether or not such User Content is published, Proxima does not guarantee any confidentiality with respect to any submissions. As between Proxima and you, you retain all ownership rights you have in any User Content you post or publish to the Services, and Proxima agrees not to claim any ownership rights in or to such User Content. You acknowledge that you are solely responsible for your User Content and the consequences of posting, creating, or publishing such User Content.

5.2

License Grant to Proxima. By posting, submitting or distributing User Content on or through the Services, you hereby grant to Proxima a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free right and license to host, transfer, display, perform, reproduce, distribute, prepare derivative works of, use, make, have made, import, and otherwise exploit your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed, to the extent consistent with Applicable Law and our Privacy Policy). Such license is perpetual and irrevocable, except to the extent required to comply with Applicable Law relating to ownership and control of your personal information.

5.3

License Grant to Users.

(a) User Postings. By posting, submitting or distributing User Postings through the Services, you hereby grant to each User of the Services a non-exclusive license to access and use your User Postings in any manner permitted or made available by Proxima on or through the Services.

(b) Downloadable Content for Individual Accounts. The Services may permit you to download mobile applications or certain digital content (“Downloadable Media“). Subject to your complete and ongoing compliance with all the terms and conditions set forth herein, Proxima grants you, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, view and use the Downloadable Media, in object code form, on devices owned or controlled by you, solely for your personal, non-commercial purposes. You agree not to (i) modify or create derivative works of the Downloadable Content (ii) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management, technical limitations or security features in or protecting the Downloadable Media, and (iii) remove any copyright and other proprietary notices on the Downloadable Media and all copies thereof.

(c) Downloadable Content for Attorney Accounts. The Services may permit you to download mobile applications or certain digital content (“Downloadable Media“). Subject to your complete and ongoing compliance with all the terms and conditions set forth herein, Proxima grants you, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, view and use the Downloadable Media, in object code form, on devices owned or controlled by you. You agree not to (i) modify or create derivative works of the Downloadable Content (ii) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management, technical limitations or security features in or protecting the Downloadable Media, and (iii) remove any copyright and other proprietary notices on the Downloadable Media and all copies thereof.

5.4

Access to Your User Content. Proxima may permit Users to share their User Content with a select group of other Users or make their User Content public for all (even non-Services users) to view. You acknowledge and agree that, although Proxima may provide certain features intended to allow you to restrict some User Content you create from others, Proxima does not guarantee that such User Content will never be accessible by others. PROXIMA HEREBY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO ANY UNAUTHORIZED ACCESS TO ANY RESTRICTED USER CONTENT.

5.5

User Content Disclaimer. You understand that when using the Services you will be exposed to User Content from a variety of sources, and that Proxima is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Proxima with respect thereto. Proxima does not endorse any User Content or any opinion, recommendation or advice expressed therein, and Proxima expressly disclaims any and all liability in connection with User Content.

  1. 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 User Content or 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

Proxima will promptly terminate without notice your access to the Services if you are determined by Proxima to be a “repeat infringer.” A repeat infringer is a User who has been notified by Proxima of infringing activity violations more than twice and/or who has had User Content or any other user-submitted content removed from the Services more than twice.

  1. 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. Except for any User Content provided and owned by Users and except as otherwise set forth in this Section 7, 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 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 brochures.

  1. Prohibited Conduct.

You agree not to do the following:

8.1

use the Services for any commercial use or purpose unless expressly permitted by Proxima in writing, it being understood that the Services and related services are intended for personal, non-commercial use only;

8.2

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

8.3

post, upload, or distribute any defamatory, libelous, or inaccurate User Content or other content;

8.4

post, upload, or distribute any User Content or other content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;

8.5

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

8.6

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;

8.7

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

8.8

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 or User Content you have used, submitted, or otherwise made available on or through the Services;

8.9

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);

8.10

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;

8.11

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;

8.12

remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, Licensed Content, or User 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, Licensed Content, or User Content;

8.13

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;

8.14

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

8.15

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.

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

The Services may include links or references to other web sites 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.

  1. Term and Termination.

10.1

Term. These Terms shall remain in full force and effect while you use the Services unless your account is terminated as provided in these Terms, in which case you no longer have the right to use the Services.

10.2

Termination by Proxima. Proxima, in its sole discretion, for any or no reason, and without penalty, may suspend or terminate any account (or any part thereof) you may have with Proxima or your use of the Services and remove and discard all or any part of your account, User profile, and User Content, at any time. Proxima may also in its sole discretion and at any time discontinue providing access to the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services or any account you may have, or portion thereof, may be affected without prior notice, and you agree that Proxima will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Proxima may have at law or in equity. As discussed herein, Proxima does not permit copyright, trademarks, or other intellectual property infringing activities on the Services, and will terminate access to the Services, and remove all User Content or other content submitted, by any Users who are found to be repeat infringers.

10.3

Termination by You. Your only remedy with respect to any dissatisfaction with (i) the Services, (ii) any term of these Terms, (iii) Guidelines, (iv) any policy or practice of Proxima, including the Privacy Policy, in operating the Services, or (v) any content or information transmitted through the Services, is to terminate the Terms and your account. You may terminate these Terms at any time (prospectively only) by deleting your login account with the Services and discontinuing use of any and all parts of the Services.  Termination of the Terms as to any User will not limit Proxima’s rights and remedies regarding any breach of these Terms occurring prior to such termination.

  1. Representations and Warranties.

You warrant, represent and agree that you will not provide any User Content or otherwise 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 or submitting User Content that contains viruses. Additionally, you represent, warrant and agree that (i) you possess all rights necessary to provide your User Content and grant Company the rights in these Terms; and (ii) you will comply with Applicable Laws in connection with your use of the Service.

  1. 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.

  1. Disclaimers; No Warranties.

13.1

NO WARRANTIES. THE WEBSITE, AND ALL DATA, INFORMATION, SOFTWARE, WEBSITE MATERIALS, CONTENT (WHETHER OWNED OR LICENSED), USER CONTENT, THIRD PARTHY 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.

13.2

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.

13.3

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 OFFERINGS 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.

13.4

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.

  1. LIMITATION OF LIABILITY AND DAMAGES.

14.1

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 OFFERINGS, OR (iii) ANY OTHER INTERACTIONS WITH PROXIMA OR ANY THIRD-PARTY THROUGH OR IN CONNECTION WITH THE PROXIMA OFFERINGS, 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.

14.2

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 OFFERINGS 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.

14.3

BASIS OF THE BARGAIN. YOU ACKNOWLEDGE AND AGREE THAT PROXIMA HAS OFFERED THE WEBSITE (INCLUDING THE NAPKIN FINANCE OFFERINGS) 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 OFFERINGS) TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

14.4

User Interactions and Release.

  1. a) 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. b) 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.
  3. Miscellaneous.

15.1

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.

15.2

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.

15.3

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.

15.4

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. a) 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. b) Notice of Dispute.In the event of a Dispute, you or Dispute must give the other a written statement that sets forth the name, address, and contact information of the party giving it, 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. c) 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 15.4. 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. d) 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. e) 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. f) 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. g) In the event that any Dispute cannot be resolved by binding arbitration in accordance with this Section 15.4, 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.

15.5

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.

15.6

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.

15.7

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

15.8

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.

15.9

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 in Section 4 above.

 

 

 

 

LEGAL DISCLAIMER TO BE INCLUDED IN FOOTER OF EVERY WEBSITE PAGE:

 

This communication is intended solely to provide general information. The information and opinions stated may change without notice. The opinions expressed are not intended as individual investment, tax or estate planning advice or as a recommendation of any particular security, strategy, or investment product. Please consult your personal advisor to determine whether this information may be appropriate for you. Historical performance does not guarantee future results and results may differ over future time periods.

IRS Circular 230 Notice: Pursuant to relevant U.S. Treasury regulations, we inform you that any tax advice contained in this communication is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. You should seek advice based on your particular circumstances from your tax advisor.

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