Terms of Use
Your registration for, or use of, the Services (whether accessed via proximl.ai, trainml.ai, or under the proxiML® or trainML® brands) shall be deemed to be your agreement to abide by this Agreement including any materials available on the proxiML or trainML website incorporated by reference herein, including but not limited to proxiML's registration and order process, privacy and security policies.
MAKE SURE YOU READ THIS AGREEMENT, ANY APPLICABLE ORDER FORM (INCLUDING ONLINE CREDIT PURCHASES), AND THE PRIVACY POLICY. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS WHEN USING THE COMPANY OR TRAINML SERVICES, INCLUDING HOW CREDITS WORK FOR ACCESSING COMPUTE, STORAGE, AND SUBSCRIPTION SERVICES.
The Order Form provides the specific terms and conditions regarding Customer's subscription for the Services, such as User limitations, pricing methodologies, credit purchases, and the length of the term proxiML will provide the Services (“Subscription Term”). proxiML's privacy policies may be viewed at here. proxiML reserves the right to modify its privacy policies in its reasonable discretion from time to time, with notice to Customers where required by law. Note that because the Services are a hosted, online application, proxiML occasionally may need to notify all users of the Services of important announcements regarding the operation of the Services, such as downtime or updates.
1. Definitions
As used in this Agreement and in any Order Form now or hereafter associated herewith:
“Agreement” means these online terms of use, any online Order Form, and any materials available on the Company website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by the Company from time to time in its sole discretion;
“Authorized User(s)” mean you and anyone you authorize to use the Services when you supply user identifications to the Company;
“Company” means proxiML, Inc., an Delaware Corporation, having its principal place of business at 813 Forest Ave, Oak Park, IL 60302;
“Credits” means the virtual units purchased by Customer through an Order Form, which can be redeemed for access to compute, storage, and subscription services on the platform. Credits are non-refundable and non-transferable except as stated in this Agreement;
“Customer" mean you and anyone you authorize to use the Services when you supply user identifications to the Company;
“Customer Data” means any data, information or material provided or submitted by Customer to the Services in the course of using the Services, including, but not limited to, Personal Data;
“Effective Date” means the date this Agreement is accepted by click the “Submit” button presented on the screen this Agreement is displayed;
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
“Master Services Agreement (MSA)” means a separate written agreement between proxiML and Customer for large-scale or customized services, which may incorporate or supersede portions of this Agreement.
“Order Form(s)” means the form evidencing the initial purchase of the Services and any subsequent order forms submitted online specifying, among other things, the number of Credits (“Credits”), the frequency of automated Credit purchases, if any, the service offering selected, if any, the amount of additional storage, if any, and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties. For online purchases, the Order Form includes the confirmation page or email received upon buying credits via the website. For larger offline purchases, it may be part of a separate Master Services Agreement (MSA). Each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail unless the Order Form explicitly states otherwise);
“Personal Data” means all information relating to a person that identifies such person or could reasonably be used to identify such person, including but not limited to, as first and last name, home address, billing address, or other physical address, email address, telephone number and Sensitive Data, if any;
“proxiML” means Services provided by the Company under the proxiML brand as well as Services provided under the trainML brand;
“Sensitive Data” means any information that: (a) requires a high degree of protection by law and where loss or unauthorized disclosure would require notification by Customer to government agencies, individuals or law enforcement, (b) any information that, if made public, could expose individuals to a risk of physical harm, fraud, or identity theft; including, but not limited to, social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, CVVs, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy, including, but not limited to, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children's Online Privacy Protection Act and the Gramm-Leach-Bliley Act;
“Services” mean the online computing and storage infrastructure security, management, and rental capabilities including all of the Company's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to the Customer by the Company in providing the Services and any audio and visual information, documents, software, products and services contained or made available to the Customer in the course of using the Services;
"trainML" means Services provided by the Company under the trainML brand.
2. Services and Restrictions
Subject to the terms and conditions of this Agreement, the Company grants to Customer a non-exclusive, non-transferable, right to use the Services including any enhanced functionality or additional services and selected on the Order Form (collectively referred to as “Selected Services”) as Customer may update from time to time by executing a new Order Form or by redeeming Credits purchased via Order Form for specific compute, storage, or subscription resources, as detailed on the proxiML website or in the Order Form. All rights not expressly granted to Customer are reserved by the Company. Customer acknowledges that the Company's provision of the Services is dependent in part on each Authorized User's compliance with the terms of this Agreement.
Customer shall not directly or indirectly, (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Services in any way; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, or any software, documentation or data related to the Services, (iii) modify or make derivative works based upon the Services; (iv) copy or create Internet “links” to the Services or “frame” or “mirror” any of the Services, (v) access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services; or (vi) use the Services in violation of U.S. export control laws or sanctions.
3. Customer Responsibilities
Customer is responsible for all activity occurring under Customer's Authorized User(s), including but not limited to uploading any of Customer Data onto the Services. Customer shall: (i) use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer's use of the Services, including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws.
Except as permitted under this Agreement or as required by law, Customer will not, and will not permit or encourage anyone else, to: (i) license, sublicense, sell, resell, transfer, assign, distribute, use as a service bureau or timeshare, or otherwise commercially exploit or make the Services available to any third party in any way; (ii) modify, disassemble or make derivative works based upon the Services or otherwise attempt to derive source code or other trade secrets from the Services; (iii) reverse engineer or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services; (iv) modify, remove or obstruct any proprietary rights statement or notice contained in the Services; (v) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (vi) send or store (a) infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or which violates third party privacy rights; or (b) material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (vii) attempt to gain unauthorized access to the Services or its related systems or networks; (viii) access the Services if Customer are a direct competitor of the Company, except if the Company agrees in writing before Customer access the Services; (ix) use the Services in excess of the number of sessions or Credits selected in the applicable Order Form; or (x) provide false identity information to access or use the Services.
The Company is not responsible to Customer for unauthorized access to Customer's data or the unauthorized use of the Services. Customer is responsible for the use of the Services by any person to whom Customer have given access to the Services, and any person who gains access to Customer's data, even if Customer did not authorize such use.
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). Customer shall be responsible for ensuring that such Equipment is compatible with the Services. Customer shall also be responsible for maintaining the security of the Equipment, Customer's User account, Users passwords and files, and for all uses of Customer's User account or the Equipment with or without Customer's' knowledge or consent. The Company reserves the right to refuse registration of, or cancel accounts it deems inappropriate.
Customer must cooperate with the Company's reasonable investigation of Services' outages, security problems, and any suspected breach of the Agreement. Customer shall: (i) notify the Company immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to the Company immediately and use reasonable efforts to stop immediately any copying or distribution of the Services that is known or suspected by Customer or Customer's Users; and (iii) not impersonate another user or provide false identity information to gain access to or use the Services.
Customer shall indemnify and hold the Company, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Customer of Customer's representations and warranties; or (iii) a claim arising from the breach by Customer or Customer's Users of this Agreement, provided in any such case that the Company (a) gives written notice of the claim promptly to Customer; (b) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless Customer unconditionally releases the Company of all liability and such settlement does not affect the Company's business or Services); (c) provides to Customer all available information and assistance; and (d) has not compromised or settled such claim.
Customer's indemnification obligations survive termination of this Agreement.
4. Customer Account Information and Data
The Company does not own any data, information or material that Customer submits to the Services in the course of using the Services (“Customer Data”). Customer, not the Company, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and the Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
Customer grants to the Company a non-exclusive royalty-free license to access and use Customer Data in order to provide the Services to Customer and as necessary to monitor and improve the Services. The Company will not (a) disclose Customer Data except as compelled by law or as expressly permitted in writing by Customer, or (b) access Customer Data except to provide the Services or prevent or address service or technical problems, or at Customer's request in connection with customer support matters. For the avoidance of doubt, the Company may use, reproduce and disclose Customer Data that is anonymized, de-identified, or is otherwise not reasonably associated or linked to Customer (or any other identifiable individual person or entity) (“Anonymized Data”) for product improvement and other purposes consistent with the Company's Privacy Policy. This right to use Anonymized Data will survive termination of this Agreement. Customer, not the Company, will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data.
Customer agrees that it will not provide any Sensitive Data to the Company. If Customer discovers that due to human error or otherwise, Customer Data does include Sensitive Data, Customer will promptly notify the Company and provide sufficient information to the Company to locate such Sensitive Data and the Company will scrub its systems and the Sensitive Data in its control or possession. The Company will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data and will comply with the the Company Privacy Policy.
Upon request and subject to technical feasibility, the Company will provide Customer with a copy of Customer Data in a standard format within 30 days of termination.
5. Maintenance and Support
The Company provides software maintenance and support services (“Support Services”) as part of the Services, including for any on-premises components licensed under a separate End User License Agreement (EULA), if applicable. Support Services are governed by the following terms and conditions:
Standard Support (Included):
Subject to the terms of this Agreement, the Company will provide Customer with reasonable, best-effort technical support services during the initial one (1) year following the date set forth on the applicable Order Form. This includes email-based assistance at support@proximl.ai for general inquiries, with reasonable efforts to address major outages or critical vulnerabilities affecting the Services. Standard Support is provided during the Company's normal business hours (9:00 AM - 5:00 PM CST, Monday through Friday, excluding U.S. holidays) and does not include guaranteed response times, service level agreements (SLAs), or dedicated resources. The Company reserves the right to prioritize support based on severity and impact.
Additional Support (Available for Purchase):
Customer may purchase additional Support Services via a separate Order Form or Master Services Agreement (MSA). Such additional Support Services will be provided subject to the terms, conditions, and any applicable SLAs specified in that Order Form or MSA.
Support Services are provided "as is" without warranty beyond what is stated in this Agreement. The Company may update these Support Services terms with 30 days' notice via email or website posting.
The Company is not obligated to provide Support Services for: (i) Services modified by anyone other than the Company; (ii) issues caused by Customer's hardware, software, network, or misuse; (iii) versions of the Services more than one major release behind the current version; or (iv) any other exclusions specified in the applicable Order Form or MSA.
Our servers may be unavailable as the result of planned or unplanned downtime, for reasons including technical issues, legal compliance, security actions, business decisions, or any other cause. We may attempt to inform you if such downtime is planned, but we are under no obligation to do so. You agree that we are not liable for the unavailability of our Services.
6. Privacy
Customer agrees to comply with the Company's Privacy Policy. The Company reserves the right to modify the the Company's Privacy Policy in its reasonable discretion from time to time.
7. Intellectual Property Ownership
The Company alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Services (or any underlying technology or content within the Services) and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Services. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services, the technology used by the Services, or the Intellectual Property Rights owned by the Company. The Company name, the Company logo, and the product names associated with the Services are trademarks of the Company or third parties, and no right or license is granted to use them.
8. Credits
All transactions for compute services on the proxiML platform take place in Credits. Credits can only be redeemed for USD by Customers with a valid Supplier account. Credits are non-refundable, do not expire (unless specified in the Order Form), and cannot be transferred or redeemed for cash. If Customer enables automated Credit purchases, charges will occur as specified in the Order Form. Unused Credits remain in Customer's account upon termination but are forfeited if the account is inactive for 12 months. The Company may adjust Credit pricing with 30 days' notice. The Company may, at its sole discretion, issue Credit coupons to Customer. CREDITS ISSUED AS COUPONS MAY NOT BE USED FOR CRYPTOCURRENCY OR BLOCKCHAIN PURPOSES. Paid credits may be used for any purpose.
9. Charges and Payment of Fees
When applicable, Customer shall pay the Company the then applicable fees for the Services as noted on the Customer's most recent Order Form. The Customer is responsible for keeping billing and other account information up to date. Customer must pay when due the fees for the Services stated in the Order Form or other agreement between us. The initial charges will be equal to the current number of total Selected Services on the Order Form. All payment obligations are non-cancelable and all amounts paid are nonrefundable. The Customer must provide the Company with valid credit card as a condition to use the Services. Customer may add or delete Selected Services by executing an additional online Order Form. Added Selected Services will be subject to the following: (i) added Selected Services will be coterminous with the preexisting Order Form; (ii) the applicable license fee for the added Selected Services will be the then current, generally applicable license fee; and (iii) Selected Services added in the middle of a billing month may be charged for partial use for that billing month. If selected on the Order Form, Customer agrees that the Company will automatically charge the Customer's preferred billing method for the “top up amount” if Customer's account “credits” are below Customer's “top up threshold”. The Company reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice, which notice may be provided by e-mail.
The Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases under this Agreement and any Order Form. If the Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 9, the Company will invoice Customer and Customer will pay that amount unless Customer provides the Company with a valid tax exemption certificate authorized by the appropriate taxing authority.
If any amount owing by Customer under this or any other Agreement with the Company is delinquent, the Company may, without limiting its other rights and remedies, accelerate Customer's unpaid fee obligations under such Order Form so that all such obligations become immediately due and payable, and suspend any and all services until such amounts are paid in full. Customer will continue to be charged fees during any period of suspension. If the Customer or the Company initiates termination of this Agreement, Customer will be obligated to pay the balance due on Customer's account. Any use of the Services in violation of the Agreement by Customer that in the Company's reasonable judgment threatens the security, integrity or availability of the Company's services or that of its other customers, may result in the Company's immediately suspending the Services.
Fees for Credits and Services are as specified in the Order Form. Customer authorizes the Company to charge the payment method on file for all fees. All payments are non-refundable. Late payments accrue interest at 1.5% per month or the maximum allowed by law. The Company may suspend Services for non-payment after 10 days' notice.
10. Term and Termination
This Agreement will commence upon the Effective Date and will remain in effect until the Customer provides written notice to the Company to terminate the agreement. The Agreement will automatically renew for each new Order Form, purchase of Credits, or Customer access to Services.
Either party may terminate this Agreement or any Order Form at any time by giving written notice to the other party in the event that the other party is in breach of any of its obligations under this Agreement or any Order Form and fails to remedy such breach within thirty (30) days after written notice from the other party.
Notwithstanding the foregoing, no cure period shall apply to breaches involving fraud, willful misconduct, violation of export control laws, infringement of Intellectual Property Rights, or any breach that cannot be cured. In such cases, the non-breaching party may terminate immediately upon written notice.
Suspension for Breach
In addition to termination rights, the Company may immediately suspend Customer’s access to the Services (in whole or in part) if Customer’s use: (i) poses a security risk to the Services or third parties; (ii) could adversely impact the Company’s systems or other customers; (iii) violates applicable law; or (iv) exceeds authorized usage. The Company will provide notice of suspension where feasible and restore access promptly upon resolution of the issue.
Customer may terminate an Order Form for convenience but all payment obligations are non-cancelable and all amounts paid are non-refundable, except in the event of a termination by Customer for breach of the Agreement as set forth above.
Upon expiration or termination of this Agreement for any reason, the Company will promptly terminate the Services. The Company will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control. Sections 1, 7 through 16 will survive any termination or expiration of this Agreement. All other rights and obligations will be of no further force or effect. Termination will not relieve either party from any liability arising from any breach of this Agreement. Neither party will be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms. Furthermore, termination of this Agreement by a party will be without prejudice to any other right or remedy of a party under this Agreement or applicable law.
Upon termination, access ends, and unused Credits are forfeited. Sections on IP, Indemnification, Limitation of Liability, and Governing Law survive.
11. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Services and that Customer's billing information is correct.
12. Disclaimer of Warranties
THE COMPANY AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH,AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES. THE COMPANY AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY THE COMPANY AND ITS LICENSORS.
THE COMPANY SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
13. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to Customer.
14. Export Control
Customer acknowledges and agrees that the the Company's Services shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo, or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders By using the Services, Customer represents and warrants that Customer is not located in, under the control of, or a national or resident of an embargoed country or designated national. Customer agrees to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774. The Company and its licensors make no representation that the Services is appropriate or available for use in other locations. If Customer uses the Services from outside the United States of America Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Services contrary to United States law is prohibited.
15. Notice
The Company may give notice by means of a general notice on the Services, electronic mail to Customer's e-mail address on record in the Company's account information, or by written communication sent by first class mail or pre-paid post to Customer's address on record in the Company's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Customer may give notice to the Company (such notice shall be deemed given when received by the Company) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to the Company at the following address:
Customer Service
proxiML, Inc. 813 Forest Ave Oak Park, IL 60302
16. General
The Company reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement on the Services. Customer is responsible for regularly reviewing this Agreement. Continued use of the Services after any such changes shall constitute Customer's consent to such changes. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with the Company's prior written consent. The Company may transfer and assign any of its rights and obligations under this Agreement without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind the Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.