Proximae Terms of Service

These Terms of Service (the “Terms”) are an agreement between you and Proximae, the operator of Proximae (“Proximae,” “we,” “us,” or “our”).

We have tried to make these Terms readable. They explain the rules for using the Proximae website, applications, review tools, Share Links, and related services (together, the “Service”).

By creating an account, accepting an invitation, or purchasing a subscription after being shown these Terms, you agree to them. If you use Proximae on behalf of a company or other organization, you confirm that you have authority to agree to these Terms for that organization.

Our Privacy Policy explains how we handle personal information. It is a privacy notice rather than part of this contract. Our Acceptable Use Policy is part of these Terms.

1. Who may use Proximae

Proximae is intended primarily for business and professional collaboration. You must be at least 18 years old and legally able to enter into this agreement where you live.

If you use the Service as an individual consumer, any consumer rights that applicable law does not allow you to waive still apply.

If your employer, client, studio, or another organization provides your access, that organization may control the workspace, projects, assets, membership, and permissions associated with that access.

You are responsible for making sure the information you provide to us is accurate and for keeping your account credentials secure. Please notify us promptly if you believe your account has been compromised.

2. Accounts, workspaces, and permissions

Proximae is built around workspaces and projects. Different users may have different roles and access levels, and those permissions may determine whether someone can view, comment on, approve, download, upload, edit, manage, or delete content.

Workspace owners and administrators may be able to add or remove members, change permissions, manage projects, and take other actions that affect content in the workspace. If an organization manages your access, its authorized users may also be able to remove your access to that organization’s content.

You are responsible for actions taken through your account unless they result from a failure of the Service or unauthorized access that was outside your reasonable control.

3. Your content stays yours

You retain ownership of the files and other content you upload to Proximae. We do not acquire ownership of your 3D models, images, videos, documents, comments, annotations, or other material simply because you use the Service.

In these Terms, “Customer Content” means content submitted to, stored in, generated through, or shared using the Service by you or other users acting through your workspace. This can include source files, processed or optimized versions, thumbnails and previews, comments, annotations, approvals, attachments, metadata, and related review information.

You grant us a limited right to host, copy, process, convert, optimize, transmit, display, and otherwise handle Customer Content only as reasonably necessary to provide, secure, maintain, support, and operate the Service for you and the people you authorize, to comply with law, or to follow your lawful instructions. This right lasts only as long as needed for those purposes, including reasonable backup, recovery, security, and deletion processes.

We do not use Customer Content to train general-purpose generative AI or machine-learning models without your explicit permission. This does not prevent us from using automated tools to provide features you request, detect abuse, secure the Service, or process files as part of normal product functionality.

You are responsible for ensuring that you have the rights and permissions needed to upload Customer Content and allow us to process it as described above. This includes any intellectual-property rights, confidentiality obligations, and permissions relating to personal information contained in that content.

4. Reviews, comments, approvals, and Share Links

Proximae lets users collaborate through comments, annotations, approvals, invitations, and external Share Links.

If you create a Share Link, you are responsible for choosing appropriate access settings and for sharing the link only with intended recipients. Anyone who receives a working Share Link may be able to access the content and actions permitted by that link until the link expires, is revoked, its token is regenerated, or the relevant content becomes unavailable.

Depending on the settings chosen by the person managing a Share Link, a guest reviewer may be able to view content, comment, approve a version, or download files without becoming a normal workspace member.

Comments and approvals are collaboration tools. Unless you and another party separately agree otherwise, an approval recorded in Proximae does not by itself create a legal acceptance, transfer intellectual-property rights, modify a contract, or authorize production or publication.

5. Confidential Customer Content

Proximae is designed to hold private and commercially sensitive project material.

We will treat non-public Customer Content as confidential. We will access, use, or disclose it only as reasonably necessary to provide, support, secure, maintain, or improve the operation of the Service; comply with law or valid legal process; investigate abuse or security issues; or follow instructions from you or authorized users of the relevant workspace.

We limit access to Customer Content to people and service providers who need that access for those purposes and who are subject to appropriate confidentiality or data-protection obligations.

You are responsible for deciding what information is appropriate to upload and who should have access to it. Take particular care when creating Share Links, allowing downloads, inviting reviewers, or assigning workspace and project permissions.

We use technical and organizational safeguards intended to protect the Service, but no online service can guarantee absolute security.

6. Acceptable use

You must follow our Acceptable Use Policy.

Among other things, you may not use Proximae to violate the law, infringe someone else’s rights, distribute malware, attack or probe systems without permission, evade access controls or plan limits, or interfere with other users or the Service.

7. Paid plans, billing, and renewals

Some Proximae features require a paid subscription. Before you purchase or change a paid plan, the checkout or billing interface will show the material terms of the purchase, including the recurring price, billing period, included usage or seats, additional paid-seat or usage charges where applicable, and the fact that the subscription renews automatically.

Unless the checkout page says otherwise, paid subscriptions renew automatically at the end of each billing period until canceled.

You authorize us and our payment processor to charge the payment method associated with your account for subscription fees, additional paid seats or usage that an authorized workspace or billing administrator adds, applicable taxes, and other charges shown before they are incurred.

Where adding or changing a paid seat or other billable item results in an additional charge, we will show the applicable charge or billing effect before the authorized user confirms the change where the product flow supports an immediate purchase decision.

You may cancel a subscription through the online billing controls we provide. We aim to make cancellation straightforward and do not require you to contact sales merely to stop a self-service subscription. Unless required otherwise by law or expressly stated at checkout, cancellation takes effect at the end of the current paid billing period and does not create a refund for time already purchased.

If payment fails or becomes overdue, we may ask you to update your payment method, retry collection, restrict paid features, or move the account to a lower plan. We will try to avoid unnecessary loss of Customer Content when doing so, subject to the Service’s storage and account-lifecycle rules.

We may change subscription prices or plan structure in the future. If a change increases the recurring price of an existing subscription, we will provide notice before the changed price applies to a future renewal, subject to any additional notice required by applicable law.

8. Free, trial, beta, and preview features

We may offer free plans, trials, beta access, experimental features, or preview functionality. These offerings may have different limits and may change or end.

Beta or preview features may be incomplete, change without notice, contain errors, or become unavailable. Please do not rely on an experimental feature as the only copy of important information.

9. Changes to the Service

We will continue to change Proximae as the product develops. We may add, remove, redesign, or replace features, integrations, file-format support, limits, or technical requirements.

For changes that materially reduce a paid feature during an active subscription, we will make reasonable efforts to provide advance notice where practicable. This does not prevent us from making immediate changes when needed for security, legal compliance, abuse prevention, or service stability.

10. Our software and brand

Proximae and its underlying software, design, branding, documentation, and other materials provided by us are owned by us or our licensors and are protected by applicable intellectual-property laws.

These Terms give you a limited, non-exclusive, non-transferable right to use the Service for its intended purpose while your access remains valid. They do not transfer ownership of the Service or our intellectual property to you.

You may not copy, resell, sublicense, or commercially exploit the Service itself except where we explicitly allow it or applicable law gives you a right that cannot be waived.

11. Feedback you send us

If you send us product ideas, suggestions, or feedback, you allow us to use that feedback without payment or obligation to you. This does not give us rights to your Customer Content.

12. Third-party services

Proximae relies on third-party infrastructure and service providers for functions such as hosting, databases, object storage, email delivery, payment processing, and network services.

Those services may experience outages or change their own products. We are responsible for our selection and use of providers, but we cannot guarantee that every third-party system will always be available.

If you choose to connect or follow a link to a third-party service that is not controlled by Proximae, that third party’s terms and privacy practices apply to your use of its service.

13. Suspension and termination

You may stop using Proximae at any time. Workspace owners may also be able to remove members or delete resources they control.

We may restrict or suspend access when reasonably necessary to:

• protect the Service, our users, or third parties from security threats or abuse;
• investigate suspected violations of these Terms or the Acceptable Use Policy;
• comply with law or a valid legal request;
• address unpaid fees or a failed subscription;
• prevent material harm to the Service or other users; or
• enforce plan limits or other agreed restrictions.

We may terminate an account for a serious or repeated violation of these Terms. When practical and appropriate, we will provide notice and an opportunity to resolve the issue first.

14. What happens to content when access ends

Ending a subscription does not necessarily delete an account or Customer Content immediately. A workspace may move to a free or reduced plan if that option is available.

If your individual account is removed from an organization-controlled workspace, content and business records created through that workspace — such as comments, annotations, approvals, activity history, and uploaded project material — may remain under the control of the workspace rather than being deleted with your individual access.

If a workspace, project, asset, or account is permanently deleted, deletion may take time to complete across active systems, background processing, caches, backups, security records, and storage systems. Some information may also need to be retained for legal, security, fraud-prevention, billing, or recordkeeping purposes.

If you need to preserve Customer Content, you are responsible for exporting or downloading it before access or applicable retention periods end. We recommend keeping independent copies of important source material.

15. Copyright and other rights complaints

If you believe content made available through Proximae infringes your copyright, trademark, privacy, or other legal rights, contact us at legal@proximae.io with enough information for us to understand and evaluate the issue, including the material involved, the right you believe is affected, and how we can contact you.

We may remove or restrict access to content where reasonably necessary while we investigate a credible complaint or comply with law.

16. Service warranties and disclaimers

We want Proximae to be reliable, but software and online services are never completely error-free.

To the extent permitted by law, the Service is provided “as is” and “as available.” We do not guarantee uninterrupted operation, error-free processing, compatibility with every source file, preservation of every file or annotation, or that the Service will meet every particular production, legal, regulatory, or business requirement.

Nothing in these Terms excludes warranties, guarantees, or other rights that applicable law does not allow us to exclude.

17. Limits on liability

To the extent permitted by law, neither you nor Proximae will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenue, lost business opportunities, or loss of goodwill arising from the Service.

To the extent permitted by law, Proximae’s total liability arising out of or relating to the Service and these Terms will not exceed the greater of:

1. the amount you paid to Proximae for the Service during the 12 months before the event giving rise to the claim; or
2. CAD $100 if you were using the Service without payment.

These limits do not apply where applicable law does not allow them, and they do not limit liability for fraud, willful misconduct, or other liability that cannot legally be limited.

18. Responsibility for claims caused by your content or misuse

If you use Proximae on behalf of a business or organization, that organization agrees, to the extent permitted by law, to defend and protect Proximae from third-party claims, damages, and reasonable legal costs resulting from:

• Customer Content that the organization did not have the right to upload or use;
• the organization’s material violation of these Terms or the Acceptable Use Policy; or
• the organization’s unlawful use of the Service.

This section does not require an individual consumer to take on obligations that applicable consumer law does not allow.

19. Governing law and disputes

These Terms are governed by the laws of Ontario, Canada and the applicable federal laws of Canada, without regard to conflict-of-law rules.

Unless applicable law gives you the right to bring a claim elsewhere, disputes relating to these Terms or the Service will be handled by the courts located in Ottawa, Ontario, Canada.

Before starting formal proceedings, we encourage you to contact us so we can try to resolve the problem directly.

20. Changes to these Terms

We may update these Terms as Proximae changes or as legal requirements evolve.

If a change is material, we will provide reasonable notice through the Service, by email, or by another appropriate method. If the change requires renewed agreement, we may ask you to accept the updated Terms before continuing to use the Service.

The effective date at the top tells you when this version became effective.

21. General terms

If part of these Terms is found unenforceable, the remaining sections will continue to apply to the extent allowed by law.

If we do not enforce a provision immediately, that does not mean we permanently waive it.

You may not transfer this agreement to another party without our consent, except as part of a lawful corporate reorganization or sale where the agreement is transferred with the relevant business. We may transfer this agreement as part of a merger, acquisition, financing, corporate reorganization, or sale of all or part of Proximae, subject to applicable law.

Sections concerning ownership, confidentiality, payment obligations, disclaimers, liability, responsibility for claims, governing law, and other provisions that by their nature should continue will survive termination of these Terms.

These Terms, together with the documents they incorporate, form the agreement between you and us regarding your use of the Service unless you and Proximae have signed a separate agreement that expressly replaces some or all of them.

22. Contact us

Questions about these Terms can be sent to:

Proximae Email: support@proximae.io