Proxi, Inc. Terms of Use

Last Updated: [January 5, 2022]

Welcome to Proxi (“Our,” “We,” “Us”) Terms of Use (the “Terms”). This website platform, and its services are owned and operated by Map Your Idea, Inc. d/b/a Proxi, a State of Delaware Corporation with offices in Seattle, WA. Please read these Terms carefully because they govern your use of our website www.proxi.co (the “Site”) and the services and products available at or through the website platform. If you have any questions, contact us at contact@proxi.co.To make these Terms easier to read, the site, the website platform and our products and services are collectively called the “Services.”

We have created a platform where you can create and share interactive maps with anyone. This Service allows you to link, share, and promote your map in any online format including social media.  We look forward to seeing what you create, but before you do so please take a look at these terms as they govern your use of our maps and related services.

Agreement to Terms

These Terms of Service shall govern our relationship with you. References to “you” through this agreement refers to you the user of our Services. By accessing, installing, or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, it’s simple: do not use the Services.

Privacy policy

Privacy is important to us. Please review our Privacy Policy for information about the data we may collect and use. Our Privacy Policy is incorporated in these Terms, and is available at proxi.co/d/privacy-policy

Changes to Terms or Services

We may modify the Terms and our Services at any time, in our sole discretion. If we do so, we will let you know by email or by posting notice on the Site. It’s important that you review the Terms whenever we modify them because continuing to use the Services after we have posted modified Terms on the Site indicates to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then please discontinue use of the Services immediately. Because our Services are evolving over time we may change or discontinue all or any part of the Services at any time, and without notice to you, at our sole discretion.

Creating an Account

Creating an account requires certain information including your name and email; as well as Map details such as map center, size, and categories. At the time of account creation you become an account holder on the Site and represent that (1) you are authorized on behalf of yourself, Company or Organization to create an account, (2) the party creating the account is at least the legal age of 18 and is not barred from using the Services under applicable law.  As a reminder, information provided when creating an account is saved on our platform and such information is managed in accordance with our Privacy Policy.

A valid payment method may be required for additional services. If a payment method is required, we use this information to charge your account for the Services, To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we will use certain third-party payment processors (i.e. Stripe) to process payments. The payment platform maintains its own policies that will govern your transaction on them. By providing your debit card, credit card, or bank account information, you represent, warrant and covenant that: (i) you are legally authorized to provide such information, (ii) you are legally authorized to approve transactions with respect to such debit card, credit card, or bank account, and (iii) such actions do not violate the terms and conditions applicable to your use of such debit card, credit card or bank account or applicable law. Any breach of this provision will be deemed materially, and you will be held responsible or any damages, fees, costs (including reasonable attorney’s fees) incurred.

The Account is for your benefit only – don’t use the Services under the name of another person or entity with the intent to impersonate that person or entity, or use a username that is subject to the rights of another person or entity without appropriate authorization. You must be a human to use the Services and an automated account is not allowed. This policy also applies beyond Account creation to the general use of the Services. “Robot” (or automatic) activity is not allowed.

We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, or false or misleading. You are responsible for maintaining the confidentiality of your password and Account, and agree to notify us if the password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for activities that occur under your Account.

Your Content and Representations

For purposes of these Terms: (i) “Content” means text, map coordinates, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided, or otherwise made available through the Services; and (ii) any Content that you provide for creation of a map.  

The opportunity presented by our Service allows you to create, share, link and promote your map for personal, professional, or marketing purposes.  You also have the option to hire us to create one for you.

At all times you are solely responsible for any Content you contribute or post to the Site, including its legality, reliability, and appropriateness. By posting Content to the Services, you grant us a non-exclusive, transferable, sublicenseable, worldwide, royalty-free right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Services. You agree that this license includes the right for us to make such Content available to other users who access the Services.  

You represents and warrants that: (i) the Content provided is owned by you or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of the Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person. You expressly agrees to indemnify and hold Proxi, and its officers, directors, personnel, and affiliates harmless from any action arising resulting from any claim (alleged or otherwise) that Content shared by the you infringes on the proprietary rights of third parties.  

We do not claim any ownership rights in any Content that you make available through the Services and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit its own Content. However, you do grant us a non-exclusive, non-transferable, non-sublicenseable, worldwide license to use any Content submitted in relation to the Services, including the promotion and marketing of Services.

In addition, if you retain us to create a Map for you, the Content you provide must mee the requirements of this section and such content we create on your behalf will be assigned to you for use as intended by these Terms, including a non-exclusive, limited license back to the Content curated for the map to be used for promotions and marketing the services.

User Conduct

You expressly Agrees NOT to:

·       use language or transmit content that may be considered offensive or profane to other Users. This includes profanity and offensive images, or other media containing obscene, sexually explicit, or excessively violent content.

·       harass or threaten other Users. Harassing behavior and language includes insults, ethnic or homophobic slurs, defamatory statements, invasive statements that may infringe on a User’s privacy, or the transmission or sharing of any content that may cause another Influencer or user to experience ridicule, threat, or discomfort.

·       submit material that violates a third party’s proprietary rights, including privacy and publicity rights, or that otherwise violates any applicable law;

·       publish falsehoods or misrepresentations that could damage us, or any of our Users, or any third party;

·       publish any private information of someone (like their address or phone number) without their permission;

·       submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;

·       post advertisements;

·       impersonate another person or represent yourself as affiliated with us, our staff, or other industry professionals;

·       solicit any of our User’s password or other Account information; or

·       harvest any of our User’s names, addresses, or email addresses for any purpose.

This list is an example and is not intended to be complete or exhaustive. We don’t have an obligation to monitor your access to, or use of, the Services, but we reserve the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body. We reserve the right, at any time and without prior notice, to remove or disable access to your Account or any Content that we consider, in our sole discretion, to be in violation of these Terms or otherwise harmful to the Services.

You can remove your Content by specifically deleting it. However, in certain instances, some of the Content (such as posts or comments you make) may not be completely removed, or may not be removable (map or profile content), and copies of the Content may continue to exist on the Services.

Proxi Content

Subject to your compliance with these Terms, We grant you a limited, non-exclusive, non-transferable, non-sublicenseable license to access and view our content (“Our Content”) solely in connection with your permitted use of the Services. For the purposes of these Terms, Our Content shall include all text, map coordinates, graphics, images, site and screen layouts, arrangements and themes, music, software, audio, video, works of authorship by us or our affiliates of any kind, and information or other materials that are posted or generated by us or our affiliates.

You and other users generally have the right to view and access Our Content.  You also have the right to embed the unique map link for personal, marketing and promotional services. For clarity, Proxi retains ownership in the link itself and it may not be modified or used in violation of these terms

You expressly may not copy, borrow, modify, or otherwise reproduce, and must immediately cease using, copying, borrowing, modifying, or otherwise reproducing any site and screen layouts, arrangements and themes provided through this Service. At no time is are you permitted to: (i) transfer, sublicense, sell, lease, lend, rent, or otherwise distribute Our Content or the Services to a third party; (ii) decompile, reverse-engineer, disassemble, or create derivative works of the Services or any Our Content; or (iii) use the Services or Our Content in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms.

Intellectual Property

The Services contain material that may be protected by United States and international copyright, trademark, and other proprietary information, including, but not limited to, audio, video, graphic, photographic and text information, and all Our Content. We, and any of our licensors, exclusively own all right, title and interest in, and to the Services and Our Content, including all associated intellectual property rights. You acknowledge that the Services and Our Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights or notices incorporated in or accompanying the Services and Our Content. Further, you may not modify, distribute, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works of, or in any way exploit any of the Our Content, in whole or in part. Any violation of these restrictions may result in intellectual property infringement that may subject you to civil and/or criminal penalties. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from a submission of information protected by intellectual property rights in a third party, if such submission is made without express permission of the intellectual property rights holder.

DMCA/Copyright Policy

We respect copyright law and expects its visitors and Users to do the same. It is our policy to terminate in appropriate circumstances the Accounts of Users who repeatedly infringe the rights of copyright holders.

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that Content infringes your copyright, you (or your agent) may send us a notice requesting that the Content be removed or access to it blocked. Federal law requires that your notification include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The notification must be sent to: contact@proxi.co

With a physical copy mailed to Proxi at [address]

We provide the above contact information for purposes of the DMCA only and reserve the right to respond only to correspondence that is relevant to this purpose.

Links and Advertisements of Third-Party Websites or Resources

The Services may contain links to or advertisements of third-party websites (that are not affiliated with you or other Users) or resources. We are not responsible for the content, products or services on or available from those advertisements, websites, resources or links displayed on such sites. You acknowledges sole responsibility for and assumes all risk arising from your use or access of any third-party websites or resources.

Feedback

We welcome feedback, comments, and suggestions for improvements to the Services. You can submit feedback by emailing us at the contact email listed above. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license under any and all intellectual property rights that it owns or control to use, copy, modify, create derivative works based upon, and otherwise exploit the feedback for any purpose.

Indemnity

You agree to defend, indemnify and hold harmless us, or our officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, or expenses (including but not limited to attorneys’ fees), to the extent allowed by applicable law, that arise from or are caused by: (i) your use of and access to the Services; (ii) your violation of these Terms; (iii) your violation of any third party right, including without limitation any infringement of copyright, property, moral or privacy right; or (iv) any claim that your Content caused damage to any third party. This section shall survive these Terms and your use and termination of the Services.

Termination

We may terminate your access to and use of the Services and Account at our sole discretion, at any time and without notice. Upon any termination, discontinuation or cancellation of Services or Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, indemnification, warranty disclaimers, limitations of liability, and dispute resolution provisions.

Warranty Disclaimers

THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT.

Limitation of Liability

NEITHER WE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, MOBILE DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE LESSER OF THE AMOUNTS YOU HAVE PAID TO US FOR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE CAUSE OF ACTION, OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO US, AS APPLICABLE.

Dispute Resolution

We prefer to resolve things amicably when possible; therefore, you agree to the following dispute resolution policy in connection with any potential claims or disputes arising from use of the Application. Start by notifying us of your dispute by sending a notice to the contact email address listed above.

a.     Informal Negotiations: Parties to a dispute concerning the Terms, the Privacy Policy, or the use of the Services will attempt to informally negotiate a potential settlement or resolution to the dispute;

b.     Arbitration: In the event that informal negotiations are unsuccessful, the parties agree to follow the arbitration procedures set forth by the American Arbitration Association (AAA) to resolve the dispute.

c.      Binding Arbitration: If for any reason arbitration is unsuccessful or unavailable to the parties, parties agree to submit to binding arbitration in the jurisdiction of the King County, WA. Each of us is responsible for paying our own filing, administrative and arbitrator fees. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.

d.     Class Action Waiver: The parties agree that any proceedings to resolve a dispute will be conducted on an individual basis and not in a class, consolidated or representative action.

Entire Agreement; No Assignment.

These Terms constitute the entire and exclusive understanding and agreement between us. These Terms supersede and replace any and all prior oral or written understandings or agreements between us. The laws of the State of Washington shall govern. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect.

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given by us (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of us. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Questions & contact information

If you have any questions regarding these Terms, please contact us at contact@proxi.co.