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Terms and Conditions of Use

Last Updated on July 04, 2024

1. INTRODUCTION

This Terms and Conditions of Use (“Terms of Use”) is a legal contract between “Proximity” (or “We, “we” or “Us”, us” or “Our, our”) and you (“You”, “you” or “your”, “Your”), a User (as defined below). These terms govern the use of the Proximity website being https://www.proximity.tech/ (“Website”). This Terms of Use governs your use of the Website through any mode of computers, tablets, mobile or any other storage/transmitting device.

The Website is operated and owned by PROXIMITY LABS PRIVATE LIMITED, a company incorporated under the Indian Companies Act, 2013 bearing CIN U72900MH2019PTC333213 and having its registered office at HD-496, WeWork Enam Sambhav, C - 20, G Block Rd, G Block BKC, Bandra Kurla Complex, Bandra(East), Mumbai, Mumbai, Maharashtra, India, 400051. The Website enables you to avail of the services provided by PROXIMITY.

And by Proximity Works Inc, a Delaware corporation having its registered office at 355, Bryant Street, Unit 403, San Francisco, CA 94107.

The services of Proximity are:

• Syncing data from different departments of an organisation;

• Collating communications between different personnel in the organisation;

• Discoverability across all the data synced within Colarity via a Semantic Search functionality;

• Other features include, but are not limited to:

  • Registration/ Login

  • Creating users across various roles and accesses within Thread

  • Favoriting/ Pinning documentation within an individual's profiled

  • Setting up new data integrations/ data sources

2. DEFINITIONS

2.1 “Applicable Law” shall mean all applicable Indian laws, by-laws, rules, regulations, orders ordinances, protocols, codes, guidelines, policies, notices, directions, judgments, decrees or other requirements or official directive of any governmental authority or person acting under the authority of any governmental authority of India;

2.2 “Content” shall include (but is not limited to) any data, content, images, product description, videos, location data, software, or other materials or information of any type that is available through the Website;

2.3 “Intellectual Property Rights” shall mean registered and unregistered rights in all forms of intellectual property subsisting under the laws of India and all analogous rights subsisting under the laws of other jurisdictions and shall include any legally protectable product or process of the human intellect whether registrable as patents, trademarks, copyrights, designs or otherwise such as an invention, expression or literary creation, unique name, trade secret, business method, database, industrial process, computer program, source code, process or presentation, content, and videos and exercises;

2.4 “Proximity Information/Data” shall mean any and all information relating to the User provided to the Website by the User at his sole discretion in order to use the Website;

2.5 “User Content” shall mean Content that you upload, share or transmit to, through or in connection with the Website;

2.6 "User/ Users" shall mean any individual who visits, accesses and registers on the Website or places an order for purchase of the services on the Website; and

2.7 “Website” shall mean the website https://www.proximity.tech/.

3. MODIFICATION

We may amend or update or change these Terms of Use time to time entirely at our own discretion to reflect new practices or technologies that impact use of the Website. We recommend that you review these Terms of Use on a routine basis to view any changes. The date of the last revision or update appears on top of the title. Your use of the Website after any such amendment or change in the terms shall be deemed as your express acceptance to such amended/changed terms and you also agree to be bound by such changed/amended terms.

4. USER CONTENT

You acknowledge and agree that neither PROXIMITY nor any third party service providers are responsible for the Content of any material submitted, transmitted or posted by You on the Website.

You are permitted to use the Website for your organisation use and not for any commercial use. By posting, submitting or transmitting User Content in the Website other than information submitted for registration or purchase of our services, you grant Us a transferable fully paid, license to copy, publicly perform, reformat, translate, excerpt (in whole or in part) and distribute User Content, in or through any medium now known or hereafter invented, for any purpose.

By posting, submitting or transmitting User Content using our Website you permit Us the right to store that information with us, and to use such User Content for, maintenance and marketing. You agree and understand that you must evaluate the submission of such User Content to the Website. You hereby agree that you shall, defend, and hold harmless PROXIMITY for all claims resulting from User Content provided by the User to PROXIMITY.

You agree that PROXIMITY has the right to reject, remove, edit, and move or prevent access to any User Content provided by the User to PROXIMITY. However, the obligation to maintain the accuracy and correctness of the User Content remains with you.

5. CONTENT POSTED ON THE WEBSITE

You understand that any material, Content and its arrangements that appears as “PROXIMITY Content” are owned by or licensed to PROXIMITY, subject to copyright or other Intellectual Property Rights held by third parties. Accessing or using Website does not give you ownership of any Intellectual Property Rights of PROXIMITY.

6. LICENSE GRANT

Subject to the terms and conditions of this Terms of Use, PROXIMITY grants you a personal, limited, non-exclusive, non-transferable, non-sub-licensable, revocable license to access the Website. Except for this limited grant of access and use under these Terms of Use, we do not grant you any other rights with respect to the Website.

7. RESTRICTIONS

You agree, undertake and confirm that Your use of the Website shall be strictly governed by the following binding principles and You agree not to:

7.1 Defeat, damage or interfere with any security feature of our Website, nor attempt to do so.

7.2 Cheat, use any deceptive methods or otherwise evade or violate the rules or intended operation of any software, nor attempt to do so.

7.3 Alter or modify any Content of our Website, other than information or User Content you have submitted or posted through the Website.

7.4 Reproduce, duplicate, copy, sell, trade, or exploit, for any commercial purpose, any Content or component of or any access to the Website, without the prior written permission of PROXIMITY, except for User Content or registration information you have submitted or posted through the Website.

7.5 Use or attempt to use any automated system, software, or device to generate and send communications to or through the Website nor will you annoy or harass any person through or in connection with the use of the Website.

7.6 Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Website other than the search engine and search agents available on the Website.

7.7 Upload, post, transmit, share or otherwise make available through the Website any illegal material, or any material that contains software viruses or any other computer code designed to interfere with the functionality of any computer software or hardware or telecommunications equipment.

7.8 Upload, transmit, or post any material that is obscene, sexually explicit, hateful, intimidating or threatening, or that violates the rights of PROXIMITY or of any third party.

7.9 Use the Website to upload, modify, publish, post, transmit, or share material that is defamatory or invasive of the privacy of another person, graphically violent, or otherwise inappropriate for a general audience.

7.10 Use our Website to post, transmit, or share material that you did not create or that you do not have permission to use.

7.11 You must not modify, edit or change or otherwise make any derivative work of the paper or digital copies of any materials You have printed off or downloaded in any way.

7.12 Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Website or any part thereof, except and only to the extent that such activity is expressly permitted by Applicable Law.

7.13 Interfere with or damage operation of the Website uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code intended to interrupt, destroy or limit the functionality of any computer resource.

8. LIABILITY

We do not make any claims, promises, or guarantees about the accuracy, completeness, of the Content available through the Website and You understand that we will not be liable for errors and omissions in the Content available through the Website. Reference in the Website to any specific commercial products, processes, or services, or the use of any trade, firm or corporation name is for the information and convenience of the public and does not constitute endorsement or recommendation by us.

9. INDEMNIFICATION

To the maximum extent permitted by Applicable Law, you agree to defend, indemnify and hold PROXIMITY and its directors, agents and employees, and third parties associated with the Website harmless against any damages, costs and expenses, including reasonable attorneys’ fees, arising out of or related to your breach or violation of these Terms of Use.

10. INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT

We respect the Intellectual Property Rights of others and You agree to protect Proximity Intellectual Proprietary Rights and the intellectual proprietary rights of all others having rights in the Website during and after the term of this Terms of Use. We restrict Users from uploading, posting or otherwise transmitting materials that violate the Intellectual Property Rights of third parties.

When we receive notification of alleged copyright complaints that do not comply with the Copyright Right Act, 1957, we promptly remove or disable access to the illegal infringing material. We may also terminate the accounts of the infringers.

If you are a copyright owner or an agent thereof and you believe that any content on the Website that infringes upon your copyrights, you may submit a notice to us at support@proximity.tech

11. NO WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS OR YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK AND THAT THE WEBSITE IS PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. PROXIMITY, DIRECTORS, AGENTS AND EMPLOYEES, AND THIRD PARTIES ASSOCIATED WITH THE WEBSITE, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT OF PROPRIETARY.RIGHTS. PROXIMITY, ITS DIRECTORS, AGENTS AND EMPLOYEES, AND THIRD PARTIES ASSOCIATED WITH THE WEBSITE, DO NOT WARRANT THAT THE WEBSITE OR WEBSITE CONTENT ARE ERROR OR VIRUS FREE, WILL OPERATE WITHOUT INTERRUPTION, OR ARE COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS. PROXIMITY, ITS DIRECTORS, AGENTS AND EMPLOYEES, AND THIRD PARTIES ASSOCIATED WITH THE WEBSITE, DO NOT MAKE ANY WARRANTIES REGARDING THE ACCURACY, RELIABILITY OR QUALITY OF THE CONTENT AND NO USER SHALL HAVE ANY REMEDY AGAINST PROXIMITY WITH RESPECT TO THE SAME.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL PROXIMITY OR ITS DIRECTORS, AGENTS AND EMPLOYEES, OR THIRD PARTIES ASSOCIATED WITH THE WEBSITE, BE LIABLE TO ANY USER OR ANYONE CLAIMING THROUGH ANY USER FOR (1) INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES, OR (2) ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE OR INABILITY TO USE THE WEBSITE, LOSS OF LIFE, LOSS OF TIME, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF GOODWILL ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEBSITE OR THE PERFORMANCE OR NON-PERFORMANCE OF THE WEBSITE OR THE SITE OR THE CONTENT ACCESSIBLE THROUGH THE WEBSITE, EVEN IF THE POSSIBILITY OF SUCH DAMAGES IS FORESEEABLE. USERS AGREE THAT THE LIABILITY OF PROXIMITY, ITS DIRECTORS, AGENTS, EMPLOYEES AND THIRD PARTIES ASSOCIATED WITH THE WEBSITE IS LIMITED SOLELY TO DIRECT DAMAGES AND IN NO EVENT SHALL IT EXCEED, THE AGGREGATE OF RS.10000.

13. SERVICES DESCRIPTION

You agree that there may be information on our Website or in our catalogue that may contain typographical errors, inaccuracies, or omissions that may relate to service descriptions, pricing, and availability. PROXIMITY reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice.

14. TERMINATION

PROXIMITY may, in its sole discretion, immediately terminate this Terms of Use, limit or suspend Your account, delete your registration, other information, or User Content, and/or prohibit you from using or accessing Your account without any notice, if you have violated any of the provisions in this Terms of Use.

Either party may terminate the use of the Website at any time, with or without notice, for no reason or any reason.

Please email support@proximity.tech for any termination inquiries/questions. On termination, you lose the right to access or use the Website.

Upon termination of the Terms by you, your account status will be reflected as “Inactive”. Such a termination is only reflected upon a written intimation by the User to PROXIMITY. For any termination inquiries/questions, please email at support@proximity.tech. On termination, you lose the right to access or use Your account.

15. CONTACT US

If you have any questions concerning the Terms of Use please contact us at support@proximity.tech

16. FORCE MAJEURE

PROXIMITY will not be liable for delay or failure to perform its obligations under the Agreement and shall not entitle you to raise any claim against PROXIMITY or be a breach hereunder to the extent that such failure arises from an event of Force Majeure Event. Force Majeure Event includes any war, civil commotion, strike, governmental action, lockout, accident, pandemic, epidemic or any other event of any nature or kind whatsoever beyond the control of PROXIMITY.

17. MISCELLANEOUS

17.1 Governing Law and Jurisdiction: These Terms of Use is governed by the laws of the of India.  Any claim related to any dispute arising as a result of the Website or under these Terms of Use will be made before a court of competent jurisdiction located in Mumbai.

17.2 No Partnership: You agree that no joint venture, partnership, employment, or agency relationship exists between You or other parties and PROXIMITY as a result of these Terms or your access to or use of the Website.

17.3 Headings: Headings used in these Terms of Use are for reference purposes only and in no way define or limit the scope of the section.

17.4 Severability: If any provision of these Terms of Use is held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable.

17.5 Waiver: The failure of PROXIMITY to act with respect to a breach of these Terms of Use by you or others does not constitute a waiver and will not limit PROXIMITY rights with respect to such breach or any subsequent breaches.

17.6 Entire Agreement: This Terms of Use and the Privacy Policy on the Website constitute the entire agreement between You and PROXIMITY and govern your use of the Website, superseding any prior agreements between You and PROXIMITY.