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 proxiML website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by proxiML 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 proxiML;

“Customer Data” means any data, information or material provided or submitted by you to the Services in the course of using the Services, including, but not limited to, Personal Data;

“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;

“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;

“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;

“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, 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);

“proxiML” means proxiML, Inc., a Delaware Corporation, having its principal place of business at 813 Forest Ave., Oak Park, IL 60302;

“Services” mean the online computing and storage infrastructure rental capabilities including all of proxiML'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 you by proxiML in providing the Services and any audio and visual information, documents, software, products and services contained or made available to you in the course of using the Services.

Subject to the terms and conditions of this Agreement, proxiML grants to you 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 you may update from time to time by executing a new Order Form. All rights not expressly granted to you are reserved by proxiML. You acknowledge that proxiML's provision of the Services is dependent in part on each Authorized User's compliance with the terms of this Agreement.

You 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; or (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.

You are responsible for all activity occurring under your User account(s), including but not limited to uploading any of your data onto the Services. You shall: (i) use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with your 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 you are a direct competitor of proxiML, except if proxiML agrees in writing before you access the Services; (ix) use the Services in excess of the number of sessions selected in the applicable Order; or (x) provide false identity information to access or use the Services.

proxiML is not responsible to you for unauthorized access to your data or the unauthorized use of the Services. You are responsible for the use of the Services by any person to whom you have given access to the Services, and any person who gains access to your data, even if you did not authorize such use.

You 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”). You shall be responsible for ensuring that such Equipment is compatible with the Services. You shall also be responsible for maintaining the security of the Equipment, your User account, Users passwords and files, and for all uses of your User account or the Equipment with or without your knowledge or consent. proxiML reserves the right to refuse registration of, or cancel accounts it deems inappropriate.

You must cooperate with proxiML's reasonable investigation of Services' outages, security problems, and any suspected breach of the Agreement. You shall: (i) notify proxiML immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to proxiML immediately and use reasonable efforts to stop immediately any copying or distribution of the Services that is known or suspected by you or your Users; and (iii) not impersonate another proxiML user or provide false identity information to gain access to or use the Services.

You shall indemnify and hold proxiML, 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 you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that proxiML (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release proxiML of all liability and such settlement does not affect proxiML's business or Services); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

proxiML does not own any data, information or material that you submit to the Services in the course of using the Services (“Customer Data”). You, not, proxiML, 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 proxiML shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.

Customer grants to proxiML 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. proxiML will not (a) disclose Customer Data except as compelled by law or as expressly permitted in writing by you, or (b) access Customer Data except to provide the Services or prevent or address service or technical problems, or at your request in connection with customer support matters. For the avoidance of doubt, proxiML 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 proxiML's Privacy Policy. This right to use Anonymized Data will survive termination of this Agreement. Customer, not proxiML, 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 proxiML. If Customer discovers that due to human error or otherwise, Customer Data does include Sensitive Data, Customer will promptly notify proxiML and provide sufficient information to proxiML to locate such Sensitive Data and proxiML will scrub its systems and the Sensitive Data in its control or possession. proxiML will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data and will comply with the proxiML Privacy Policy.

All transactions for compute services on the proxiML platform take place in Credits. proxiML Credits can only be redeemed for USD by Customers with a valid Supplier account. Credits are non-transferrable. proxiML may, at its sole discretion, issue Credit coupons to Customer. CREDITS ISSUED AS COUPONS MAY NOT BE USED FOR CRYPTOCURRENCY OR BLOCKCHAIN PURPOSES. Paid coupons may be used for any purpose.

When applicable, you shall pay proxiML the then applicable fees for the Services as noted on your most recent Order Form. You are responsible for keeping your billing and other account information up to date. You 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. You must provide proxiML with valid credit card as a condition to use the Services. You 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, you agree that proxiML will automatically charge your preferred billing method for the “top up amount” if your account “credits” are below your “top up threshold”. proxiML reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, 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 proxiML has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 9, proxiML will invoice Customer and Customer will pay that amount unless Customer provides proxiML 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 proxiML delinquent, proxiML 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 Customer or proxiML 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 proxiML's reasonable judgment threatens the security, integrity or availability of proxiML's services or that of its other customers, may result in proxiML's immediately suspending the Services.

This Agreement will commence upon the initial purchase of Credits and will remain in effect until Customer's Credit balance is exhausted and Customer provides written notice to proxiML to terminate the agreement. The Agreement will automatically renew for each new purchase of Credits.

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.

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, proxiML will promptly terminate the Services. proxiML 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.

PROXIML AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES. PROXIML 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 PROXIML AND ITS LICENSORS.

PROXIML SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PROXIML IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

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 you.

You acknowledge and agree that the proxiML'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, you represent and warrant that you are not located in, under the control of, or a national or resident of an embargoed country or designated national. You agree 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. proxiML and its licensors make no representation that the Services is appropriate or available for use in other locations. If you use the Services from outside the United States of America you are 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.

proxiML may give notice by means of a general notice on the Services, electronic mail to your e-mail address on record in proxiML's account information, or by written communication sent by first class mail or pre-paid post to your address on record in proxiML'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). You may give notice to proxiML (such notice shall be deemed given when received by proxiML) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to proxiML at the following address:

Customer Service proxiML, Inc PO Box 64477 Chicago, IL 60664 [email protected]