These Terms of Service (the “Terms”) for ProxToMe, Inc.
(“ProxToMe” or “we”) sets forth the terms and conditions on which you (“you”
or “User”) may access and use the ProxToMe Service (defined below). In order to become
a User, you must read and accept all of the terms and conditions of the Terms, and must comply with the Privacy
Policy which is linked here, and found on
www.ProxToMe.com (the “ProxToMe Website”).
In the event of any
inconsistency between the Privacy Policy and the Terms, the Terms shall control. Nothing in the Terms shall be
deemed to confer any third-party rights or benefits. If you do not agree to be bound by the Terms, you may not use
nor access the ProxToMe Service.
We reserve the right to modify the Terms and the Privacy Policy at any time, and without prior notice, by posting
amended provisions on this website. Your continued use of the ProxToMe Service indicates your
acceptance of the Terms as may be revised from time to time.
ProxToMe helps individuals to instantly chat and share in-cloud files from their accounts on certain in-cloud sharing services (such as Dropbox) with any other user in proximity (generally within 80 meters) and any User out-of-range that has been saved as a “Favorite”. ProxToMe provides this service by offering a mobile application (the “ProxToMe Mobile App”, together with the ProxToMe Website, the “ProxToMe Platforms”) which enables a User to locate other users, view the public Facebook profile of other users, and share files from a third-party in-cloud sharing service account using hypertext (the "ProxToMe Service ").
By registering with ProxToMe, you represent that you are of legal age to form a binding
contract and are not a person barred by any laws from using the ProxToMe Platforms.
Additionally, users are prohibited from selling, trading, or otherwise transferring any
ProxToMe account to another party. In the event that a User has multiple accounts with
ProxToMe, ProxToMe reserves the right to approve or disapprove of each
account individually regardless of the status of other accounts that user may have with
ProxToMe.
Your use of the ProxToMe Service is governed by the Terms. ProxToMe may
refuse service without prior notice to any user at its sole discretion. You are authorized to download the
ProxToMe Mobile App via the iTunes App Store or the Google Play Store. You acknowledge that
by downloading the ProxToMe Mobile App via the iTunes App Store or the Google Play Store,
you are subject to their respective policies, terms of service and other related policies and procedures.
You are not required to register with us separately in order to download the ProxToMe
Mobile App.
You are responsible for maintaining the confidentiality of your password and account, and are fully
responsible for all activities that occur under your password or account with or without your knowledge. You
are responsible for maintaining the confidentiality of personal or confidential information residing in your
computer, cell phone or wireless device (collectively, “User Devices”), and are fully
responsible for all activities that occur through your User Devices and through your use of the
ProxToMe
Service. You agree to immediately notify ProxToMe of any unauthorized use of your password
or account or any other breach of security. ProxToMe shall not be liable for any losses or
damages arising from your failure to comply with this section.
With the exception of your communications with other users via the ProxToMe Platforms (“User
Transmissions”), the content on the ProxToMe Platforms, including without limitation,
the text, graphics, and photos created by and for ProxToMe, interactive features ("Content"),
software and executable code ("Code"), network intellectual property ("Network IP"), and
the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to
ProxToMe, subject to copyright and other intellectual property rights under United States
and foreign laws and international conventions. Content on the ProxToMe Platforms is
provided to you AS-IS, pursuant to a non-exclusive license limited in scope and duration only to enable you
to use the ProxToMe Service while the Terms are in effect. ProxToMe
reserves all rights not expressly granted in and to the ProxToMe Platforms and the Content
contained therein.
You acknowledge and agree that ProxToMe may preserve User Transmissions after termination
of the Terms if required to do so by law or in the good faith belief that such preservation or disclosure is
reasonably necessary to (i) comply with legal process; (ii) enforce the Terms; (iii) respond to claims that
any such content violates the rights of third parties; or (iv) protect the rights, property, or personal
safety of ProxToMe, its users, viewers or the public. Notwithstanding the above, however,
nothing in the Terms shall require ProxToMe to preserve User Transmissions.
ProxToMe uses services provided by persons or entities other than us, such as Facebook or Dropbox ("Third-Parties"). We do not control these services and make no representations regarding, and are not liable or responsible for the accuracy, completeness, timeliness, reliability or availability of, any of such services. If you choose to access any websites or services by Third-Parties, you do so at your own risk and represent to us that you have agreed to all applicable terms of use and privacy policies governing the use of websites or services by such Third-Parties. Any link from the ProxToMe Platforms to a third party website does not imply sponsorship, affiliation, or endorsement of the content on that third party website or the operator or operations of that site. You are solely responsible for determining the extent to which you use any content at any third party website to which you might link from the ProxToMe Platforms, or which may download or connect with through the ProxToMe Platforms. Some of these third party website may be co-branded with our name/logo or our affiliated entity’s name/logo, even though they are not operated or maintained by us. This policy does not address, and we are not responsible for, the privacy practices of third party website, whether they are linked to or otherwise accessible from the ProxToMe Platforms. ProxToMe cannot censor or edit the content of any third party websites.
WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY DEALINGS WITH ANY THIRD PARTY WEBSITE OR MERCHANT OR OPERATOR OF SUCH A THIRD PARTY WEBSITE OR AS A RESULT OF USERS SENDING OR ACCESSING CONTENT FOR WHICH THEY HAVE DO NOT HAVE THE RIGHT TO SEND OR ACCESS.
Third party content that is linked to or from the ProxToMe Platforms belongs to such third parties or users, as applicable. If you believe that your work has been copied in a way that constitutes copyright infringement, you should send written notification thereof, in accordance with the provisions of the Digital Millennium Copyright Act, to our designated agent, who can be reached as follows: ProxToMe, Inc., c/o [Squire Sanders (US) LLP, 275 Battery Street 26th Floor, San Francisco, CA 94111 attn. Matteo G. Daste, Esq.]
You understand that all information transmitted through the ProxToMe Service is the sole
responsibility of the person from which such content originated and that ProxToMe will not
be liable for any errors or omissions contained in any such content. You are solely responsible for your
conduct, the content of any information, files, and folders, and your communications with others while using
the ProxToMe Service. It is your responsibility to ensure that you have the rights or
permission needed to comply with the Terms. You will be fully responsible and liable for what you share or
otherwise disclose while using the ProxToMe Service.
You understand that ProxToMe cannot guarantee the identity of any other users with whom you
may interact in the course of using the ProxToMe Service. Additionally, we cannot guarantee
the authenticity of any data that users may provide about themselves or about relationships they may
describe.
You represent and warrant that (i) all the information provided by you is correct and current, (ii) you are
the owner of or are legally authorized to act on behalf of the owner, and (iii) you have all necessary,
right, power, and authority to enter into the Terms and to perform the acts required of you hereunder. You
further represent and warrant that any material provided (i) complies with all applicable laws, statutes,
ordinances and regulations and (ii) does not breach and has not breached any duty toward or rights of any
person or entity including, without limitation, rights of intellectual property, publicity or privacy,
rights or duties under consumer protection, product liability, tort or contract theories.
You understand and agree not to use ProxToMe to:
Recognizing the global nature of the Internet, you agree to comply with all applicable local rules
including, but not limited, to rules regarding online conduct and acceptable content. Specifically, you
agree to comply with all applicable laws regarding the transmission of technical data exported from the
United States or the country in which you reside.
Use of manual or automated software, devices, or other processes to "crawl" or "spider"
any web pages contained in the ProxToMe Platforms is strictly prohibited. You agree not to
monitor or copy, or allow others to monitor or copy, ProxToMe's web pages or the content
included herein. You also agree not to "frame" or otherwise simulate the appearance or function of
the ProxToMe Platforms. You acknowledge that ProxToMe may from time to
time establish general practices and limits concerning use of the ProxToMe Platforms. You
understand and agree that from time to time the ProxToMe system may be inaccessible,
unavailable or inoperable for any reason, including, without limitation (i) equipment malfunctions; (ii)
periodic maintenance procedures or repairs which ProxToMe may undertake from time to time;
or (iii) causes beyond the control of ProxToMe or which are not reasonably foreseeable by
ProxToMe, including, without limitation, interruption or failure of telecommunication or
digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of
websites or interfaces, network congestion or other failures. While ProxToMe will attempt
to provide the ProxToMe Services on a continuous basis, you acknowledge and agree that
ProxToMe has no control over the availability of such ProxToMe Services on
a continuous basis. In addition, the terms of the Terms are subject to ProxToMe hardware,
software, and bandwidth traffic limitations. Failure to deliver because of the technical difficulties does
not represent a failure to meet the obligations of the Terms.
In the course of providing you the ProxToMe Service, ProxToMe may need to communicate with you via email. (See our Privacy Policy to learn more about communications.) You agree to receive emails which are specific to your account and necessary for the normal functioning of the ProxToMe Service. Notwithstanding the foregoing, you agree that, subject to the Terms and the Privacy Policy, other users may communicate with you through the ProxToMe Platforms for any purpose at any time if you are in proximity (generally within 80 meters) or out-of-range and saved as a “Favorite”.
While we have the right to monitor activity associated with the ProxToMe Service, we are
not obligated to do so. Additionally, we do not access the content underlying the links transmitted by
Users. We do not control or actively monitor content, and as such, we do not guarantee its accuracy,
integrity or quality.
Because community standards vary and individuals sometimes choose not to comply with our policies and
practices, you may be exposed to content that you find offensive or objectionable while using the ProxToMe
Service. You can contact us to let us know of content that you find objectionable. We may investigate the
complaints and violations of our policies that come to our attention and may take any action that we believe
is appropriate. However, because situations and interpretations vary, we also reserve the right not to take
any action. Under no circumstances will we be liable in any way for any content including, but not limited
to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the
use of, access to, or denial of access to any content on the ProxToMe Platforms.
You agree that ProxToMe may, with or without cause, at any time and without prior notice
terminate your ProxToMe account or restrict or limit access to the
ProxToMe Service. Termination of your ProxToMe account includes removal of
access to all offerings within the ProxToMe Service and may also bar you from further use
of the ProxToMe Service. Furthermore, you agree that all terminations shall be made in
ProxToMe's sole discretion and that ProxToMe shall not be liable to you or
any third-party for any termination of your account or limitation of access to the ProxToMe
Service or loss of data.
At this time, signing up for and maintaining a personal ProxToMe account or personal
profile is free.
Prices for the ProxToMe Service may change at any time, and the ProxToMe
Service does not provide price protection or refunds in the event of a price reduction or promotional
offering.
By accepting the Terms, you agree to indemnify and otherwise hold harmless ProxToMe, its
officers, employees, agents, subsidiaries, affiliates and other partners from any and all direct, indirect,
incidental, special, consequential or exemplary damages resulting from (i) your use of the
ProxToMe Service, (ii) unauthorized access to or alteration of your communications with or
through the ProxToMe Service, or (iii) any other matter relating to the
ProxToMe Service. Any business transactions which may arise between users from its use of
ProxToMe to which ProxToMe is not party are the sole responsibility of the
users involved. No advice or information, whether oral or written, obtained by you from
ProxToMe through or from the ProxToMe Service shall create any warranty
not expressly stated in the Terms.
Without limiting the terms and conditions set forth in our Privacy Policy, you understand and agree that
ProxToMe may disclose personally identifiable information if required to do so by law or in
the good faith belief that such disclosure is reasonably necessary to comply with legal process, enforce the
Terms, or protect the rights, property, or safety of ProxToMe, its users, and the
public.
You hereby agree to release ProxToMe, its affiliates, partners, and third-party service
providers, and each of its respective directors, officers, employees, and agents from claims, demands and
damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected,
disclosed and undisclosed ("claims"), arising out of or in any way connected with your use of the
ProxToMe Service.
YOU UNDERSTAND AND AGREE THAT THE ProxToMe SERVICE IS PROVIDED ON AN "AS IS" AND
"AS AVAILABLE" BASIS AT YOUR SOLE RISK AND THAT ProxToMe, ITS AFFILIATES,
OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND ASSIGNEES DO NOT ASSUME ANY RESPONSIBILITY FOR PROMPT OR PROPER
DELIVERY, OR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. ProxToMe,
ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND ASSIGNEES ASSUME NO RESPONSIBILITY FOR THE
ACCURACY OR EXISTENCE OF ANY COMMUNICATIONS BETWEEN USERS. ProxToMe, ITS AFFILIATES,
OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND ASSIGNEES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT.
ProxToMe, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND ASSIGNEES MAKE NO
WARRANTY THAT (I) THE ProxToMe SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE
ProxToMe
SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM
USE OF THE ProxToMe SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS,
SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE ProxToMe
SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE ProxToMe
SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO
YOUR COMPUTER SYSTEM OR OTHER DEVICE OR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH
MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ProxToMe OR THROUGH
OR FROM THE ProxToMe SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS USER
AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS HEREIN MAY NOT APPLY
TO YOU.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ProxToMe, ITS AFFILIATES, OFFICERS, EMPLOYEES,
AGENTS, PARTNERS AND ASSIGNEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS (WHETHER
INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, OR LOSS OF USE, DATA OR OTHER
INTANGIBLE LOSSES (EVEN IF ProxToMe HAS BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE
POSSIBILITY OF SUCH DAMAGES OCCURRING); OR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING, BUT
NOT LIMITED TO, (I) LOSS OR DAMAGE AS A RESULT OF ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY
OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP GENERATED BY YOU BASED ON THE SERVICES,
(II) ANY CHANGES ProxToMe MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY
CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES), OR (III) THE DELETION OF,
CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY
OR THROUGH YOUR USE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF THE LIMITATION OR
EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS
MAY NOT APPLY TO YOU. IN NO EVENT WILL ProxToMe'S TOTAL CUMULATIVE DAMAGES EXCEED US
$10.00.
The Terms shall be governed by and construed in accordance with the laws of the State of California without
regard to conflict of laws principles.
You agree that, except as otherwise expressly provided in the Terms and with the exception of
ProxToMe,
Inc., a Delaware corporation, there shall be no third-party beneficiaries to the Terms.
The failure of ProxToMe to exercise or enforce any right or provision of the Terms shall
not constitute a waiver of such right or provision. If any provision of the Terms if found to be invalid by
a court of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give
effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms shall
remain in full force and effect.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of
or related to use of the ProxToMe Service or the Terms must be filed within one (1) year
after such claim or cause of action arose or be forever barred.
ProxToMe, the ProxToMe logo, and other ProxToMe logos and
names are trademarks of ProxToMe, Inc. You agree not to display or use these trademarks in
any manner without ProxToMe's prior, written permission. The section titles of the Terms
are displayed for convenience only and have no legal effect. Please send any questions or comments, or
report violations of the Terms to info@ProxToMe.com.
The Terms constitutes the entire agreement between you and ProxToMe and governs your use of the ProxToMe Service, superseding any prior agreements between you and ProxToMe.