Terms of Service

1. Acceptance of Terms

By accessing or using the Proximo platform and services ("Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our Services. These Terms constitute a legally binding agreement between you and Proximo Inc. ("Proximo," "we," "us," or "our").

2. Description of Services

Proximo provides an AI-powered career coaching platform designed to help job seekers discover their ideal career paths and connect with opportunities. Our Services include career assessments, personalized recommendations, skill development resources, and connections to workforce development programs and employers.

3. User Accounts

To access certain features of our Services, you must create an account. You agree to:

• Provide accurate, current, and complete information
• Maintain the security of your account credentials
• Promptly update your information if it changes
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized access

4. Acceptable Use

You agree not to use our Services to:

• Violate any applicable laws or regulations
• Infringe on the rights of others
• Submit false, misleading, or fraudulent information
• Distribute malware or other harmful code
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt the Services
• Use automated systems to access the Services without permission
• Harass, abuse, or harm other users

The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

5. Intellectual Property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks"). Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any intellectual property rights, and you agree not to access, sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any of our intellectual property.

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in or through the Services "AS IS". Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to access the Services; and download or print a copy of any portion of the Content to which you have properly gained access.

Except as set out in this section or elsewhere in our Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. Unless explicitly stated by us, nothing in these Terms shall be construed as conferring any right or license to any patent, trademark, copyright, or other proprietary rights of us, our site, or any third party, whether by estoppel, implication, or otherwise. The license is revocable at any time.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Terms, please address your request to: hello@myproximo.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of this Section 5 will constitute a material breach of our Terms and your right to use our Services will terminate immediately.

6. User Content

By submitting content, you grant Proximo a non-exclusive, worldwide, royalty-free license to use, store, display, and process that content solely for the purpose of providing and improving our Services. You represent that you have the right to grant this license.

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

7. AI-Generated Recommendations

Our platform uses artificial intelligence to provide career recommendations and insights. While we strive for accuracy, these recommendations are provided for informational purposes only and should not be considered professional career advice. We do not guarantee employment outcomes or the accuracy of AI-generated content. You should use your own judgment and, when appropriate, seek professional guidance.

We commit to implementing industry-standard security measures to protect user data during AI processing and visualization. We shall ensure that all AI models and algorithms used are designed with privacy-preserving techniques, including data minimization and purpose limitation. Our use of AI for data processing and visualization shall be conducted in strict accordance with our Privacy Policy, which is incorporated by reference into these Terms.

You understand and accept that AI-generated insights and visualizations:

• May contain inaccuracies or errors
• Are not guaranteed to be complete or exhaustive
• Should not be solely relied upon for critical decision-making without human oversight

We disclaim any liability for decisions made by our platform on AI-processed data and visualizations. We retain ownership of our original user data. We retain all rights, title, and interest in the AI technologies, algorithms, and resulting visualizations.

You acknowledge that AI technologies are rapidly evolving and consent to our ongoing development and improvement of its AI capabilities. We may update its AI processing methods without prior notice, provided such updates do not materially diminish the security or functionality of the Services.

8. Third-Party Services

Our Services may contain links to or integrations with third-party websites, services, or resources. We are not responsible for the availability, content, or practices of these third parties. Your interactions with third parties are solely between you and those parties.

9. Prohibited Activities

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
• Use any information obtained from the Services in order to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorized framing of or linking to the Services.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person or use the username of another user.
• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
• Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
• Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
• Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
• Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
• Use a buying agent or purchasing agent to make purchases on the Services.
• Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
• Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.
• Upload, share, or submit any content that you do not own or do not have the legal right to license to us for AI model training and licensing.
• Upload or share any content containing another person's personal or biometric data (such as voice, image, or likeness) without their explicit and recorded consent.
• Submit content that infringes on intellectual property rights, privacy rights, or any applicable laws.
• Attempt to circumvent the review process or submit fraudulent, manipulated, or automated uploads.
• Use the platform to harass, threaten, or abuse others.
• Sell or otherwise transfer your profile.
• Submit false identity information or impersonate another person or entity.
• Submit duplicate or recycled content for the purpose of receiving additional payment.
• Upload AI-generated content.
• Use the platform to collect personal data about other users without their consent.
• Submit harmful or malicious files, including viruses, malware, or any code that disrupts services.
• Engage in activities intended to harm AI model performance or submit misleading data for model training.
• Attempt unauthorized access to platform accounts, systems, or data.

You may not (and may not allow third parties or assist third parties) to:

• Modify, port, adapt, or translate any portion of the Services;
• Reverse engineer (including but not limited to monitoring or tracking the inputs and outputs flowing through a system or an application in order to recreate that system), decompile, disassemble, or otherwise attempt to discover, within any Service, the source code, data representations or underlying algorithms, processes, methods, and any other portion of such Service; or
• Use or allow a third party to use, the Services, including but not limited to any architectures, models or weights, or any other such confidential and/or proprietary information, or any content, data, output, or other information received or derived from the Services, to directly or indirectly create, train, test, or otherwise improve any machine learning algorithm or artificial intelligence system that mimics or performs any function substantially similar to any function contained within the Services.

10. Fees and Payment

Some features of our Services may require payment. All fees are stated in U.S. dollars unless otherwise specified. You agree to pay all applicable fees and authorize us to charge your payment method. Fees are non-refundable unless otherwise stated or required by law.

11. Disclaimers

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

12. Limitation of Liability; Release

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROXIMO OR ANY OF THE OTHER PROXIMO PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS OR USE OF THE SERVICES OR THE ORDER, RECEIPT OR USE OF ANY SERVICE OR PRODUCT (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM PROXIMO, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO PROXIMO RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF PROXIMO AND THE OTHER PROXIMO PARTIES (JOINTLY) ARISING OUT OF OR IN ANY WAY RELATED TO (A) THE ORDER, RECEIPT OR USE OF SERVICES PURCHASED FROM PROXIMO EXCEED THE AMOUNT PAID FOR SUCH SERVICES; AND (B) THE ORDER, RECEIPT OR USE OF PRODUCT, OR ACCESS OR USE OF THE SERVICES OR CONTENT, EXCEED THE GREATER OF $250 OR THE AMOUNT YOU PAID TO US IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE.

THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE PROXIMO AND THE OTHER PROXIMO PARTIES' SOLE LIABILITY AND OBLIGATION IN RESPECT HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON BEHALF OF YOUR HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL AND PERSONAL REPRESENTATIVES, HEREBY RELEASE, WAIVE, ACQUIT AND FOREVER DISCHARGE PROXIMO AND THE OTHER PROXIMO PARTIES FROM AND AGAINST, AND COVENANT NOT TO SUE ANY SUCH PROXIMO PARTY FOR, ALL CLAIMS YOU HAVE OR MAY HAVE ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS.

If you are a California resident, you hereby waive your rights under California Civil Code 1542, which states "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 or her settlement with the debtor."

Access to Proximo and/or any other content, information, products and/or services offered by and/or through the same would not be provided to you without such limitations. Some jurisdictions prohibit the disclaimer of implied terms in contracts with consumers; in such cases, some or all of the disclaimers in this section may not apply to you.

13. Indemnification

You agree to indemnify, defend, and hold harmless Proximo and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising out of your use of the Services, your violation of these Terms, or your violation of any rights of another.

14. Termination

We may suspend or terminate your access to the Services at any time, with or without cause, and with or without notice. You may also terminate your account at any time. Upon termination, your right to use the Services will immediately cease, but provisions that by their nature should survive will remain in effect.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any disputes arising from these Terms or the Services shall be resolved in the state or federal courts located in Delaware.

16. Changes to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by email or by posting a notice on our platform. Your continued use of the Services after changes become effective constitutes your acceptance of the revised Terms.

17. Privacy Policy

We care about data privacy and security. Please review our Privacy Policy: www.myproximo.ai/privacy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Terms. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

18. Arbitration and Dispute Resolution

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH PROXIMO AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM PROXIMO.

These Terms are and will be governed by and construed under the laws of the State of Delaware, U.S.A., without regard to its principles of conflicts of law, and regardless of your location.

EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT PROXIMO AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.

The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures ("Comprehensive Rules"). The Comprehensive Rules are available online at www.jamsadr.com/rules-comprehensive-arbitration/.

Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination will be made by JAMS or by the arbitrator. The arbitrator's decision will follow the terms and conditions of these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator.

To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by all parties. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. An arbitration award and any judgement confirming it apply only to that specific case; it cannot be used in any other case except to enforce the award itself.

Notwithstanding any of the terms to the contrary in these Terms, nothing in these Terms will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you.

You can opt out of this Agreement to arbitrate by contacting hello@myproximo.ai within the 30-day period commencing upon the Effective Date, stating that you (include your first and last name) decline this Arbitration Agreement.

19. Class Action/Jury Trial Waiver

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED OUR SERVICE FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AND WE AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. YOU AND WE AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

20. Contact Us

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